{"url_path":"/sec/cik-0002126766/8-k/2026-06-03/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/2126766/0001539497-26-001640-index.html","accession_number":"0001539497-26-001640","cik":"0002126766","ticker":null,"issuer_name":"Benchmark 2026-V22 Mortgage Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/2126766/0001539497-26-001640-index.html","primary_entity_key":"0002126766","primary_entity_name":"Benchmark 2026-V22 Mortgage Trust"},"word_count":311495,"has_tables":true,"body_markdown":"EX-4.1\n2\nexh4_1-5c9psa.htm\nWFCM 2026-5C9 PSA\n\n**Exhibit 4.1**\n\n**EXECUTION VERSION**\n\nWELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,\n\nas Depositor\n\nTRIMONT LLC,\n\nas Master Servicer\n\nRIALTO CAPITAL ADVISORS, LLC,\n\nas Special Servicer\n\nCOMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,\n\nas Certificate Administrator\n\nDEUTSCHE BANK NATIONAL TRUST COMPANY,\n\nas Trustee\n\nand\n\nPENTALPHA\nSURVEILLANCE LLC,\n\nas Operating Advisor and as Asset Representations Reviewer\n\nPOOLING AND SERVICING AGREEMENT\n\nDated as of May 1, 2026\n\nCommercial Mortgage Pass-Through Certificates\n\nSeries 2026-5C9\n\nTABLE OF CONTENTS\n\nPage\n\nARTICLE I\n\nDEFINITIONS\n\nSection 1.01\nDefined Terms\n5\n\nSection 1.02\nCertain Calculations\n119\n\nARTICLE II\n\nCONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES\n\nSection 2.01\nConveyance of Mortgage Loans\n120\n\nSection 2.02\nAcceptance by Trustee\n127\n\nSection 2.03\nRepresentations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties\n132\n\nSection 2.04\nExecution of Certificates; Issuance of Lower-Tier Regular Interests\n149\n\nARTICLE III\n\nADMINISTRATION AND SERVICING OF THE TRUST FUND\n\nSection 3.01\nMaster Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties\n149\n\nSection 3.02\nCollection of Mortgage Loan Payments\n157\n\nSection 3.03\nCollection of Taxes, Assessments and Similar Items; Servicing Accounts\n163\n\nSection 3.04\nThe Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account\n168\n\nSection 3.05\nPermitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account\n174\n\nSection 3.06\nInvestment of Funds in Collection Account, REO Accounts and Loss of Value Reserve Fund\n185\n\nSection 3.07\nMaintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage\n187\n\nSection 3.08\nEnforcement of Due-on-Sale Clauses; Assumption Agreements\n192\n\nSection 3.09\nRealization Upon Defaulted Loans and Companion Loans\n198\n\n-i-\n\nSection 3.10\nTrustee and Certificate Administrator to Cooperate; Release of Mortgage Files\n202\n\nSection 3.11\nServicing Compensation\n203\n\nSection 3.12\nInspections; Collection of Financial Statements; Delivery of Reports\n211\n\nSection 3.13\nAccess to Certain Information\n217\n\nSection 3.14\nTitle to REO Property; REO Account\n231\n\nSection 3.15\nManagement of REO Property\n233\n\nSection 3.16\nSale of Defaulted Loans and REO Properties\n235\n\nSection 3.17\nAdditional Obligations of Master Servicer and Special Servicer\n241\n\nSection 3.18\nModifications, Waivers, Amendments and Consents.\n244\n\nSection 3.19\nTransfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report\n258\n\nSection 3.20\nSub-Servicing Agreements\n265\n\nSection 3.21\nInterest Reserve Account\n268\n\nSection 3.22\nDirecting Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer\n269\n\nSection 3.23\nControlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party\n269\n\nSection 3.24\nIntercreditor Agreements\n274\n\nSection 3.25\nRating Agency Confirmation\n276\n\nSection 3.26\nThe Operating Advisor\n278\n\nSection 3.27\nCompanion Paying Agent\n286\n\nSection 3.28\nServiced Companion Noteholder Register\n287\n\nSection 3.29\nCertain Matters Relating to the Whole Loans\n287\n\nSection 3.31\nResignation Upon Prohibited Risk Retention Affiliation\n294\n\nSection 3.32\nLitigation Control\n295\n\nSection 3.33\nDelivery of Excluded Information to the Certificate Administrator\n299\n\nARTICLE IV\n\nDISTRIBUTIONS TO CERTIFICATEHOLDERS\n\nSection 4.01\nDistributions of Available Funds\n299\n\nSection 4.02\nDistribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney\n310\n\nSection 4.03\nP&I Advances\n316\n\nSection 4.04\nAllocation of Realized Losses\n319\n\nSection 4.05\nAppraisal Reduction Amounts; Collateral Deficiency Amounts\n320\n\nSection 4.06\n[Reserved]\n325\n\nSection 4.07\nInvestor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool\n326\n\nSection 4.08\nSecure Data Room\n329\n\n-ii-\n\nARTICLE V\n\nTHE CERTIFICATES\n\nSection 5.01\nThe Certificates\n330\n\nSection 5.02\nForm and Registration\n331\n\nSection 5.03\nRegistration of Transfer and Exchange of Certificates\n333\n\nSection 5.04\nMutilated, Destroyed, Lost or Stolen Certificates\n341\n\nSection 5.05\nPersons Deemed Owners\n342\n\nSection 5.06\nAccess to List of Certificateholders’ Names and Addresses; Special Notices\n342\n\nSection 5.07\nMaintenance of Office or Agency\n343\n\nSection 5.08\nAppointment of Certificate Administrator\n343\n\nSection 5.09\n[Reserved]\n344\n\nSection 5.10\nVoting Procedures\n344\n\nARTICLE VI\n\nTHE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE\n\nOPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE\n\nDIRECTING CERTIFICATEHOLDER and the risk retention consultation\n\nparty\n\nSection 6.01\nRepresentations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer\n346\n\nSection 6.02\nLiability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer\n351\n\nSection 6.03\nMerger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer\n352\n\nSection 6.04\nLimitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others\n353\n\nSection 6.05\nDepositor, Master Servicer and Special Servicer Not to Resign\n359\n\nSection 6.06\nRights of the Depositor in Respect of the Master Servicer and the Special Servicer\n360\n\nSection 6.07\nThe Master Servicer and the Special Servicer as Certificate Owners\n360\n\nSection 6.08\nThe Directing Certificateholder and the Risk Retention Consultation Party\n360\n\nSection 6.09\n[Reserved].\n369\n\nSection 6.10\nKnowledge of Computershare Trust Company, National Association.\n369\n\n-iii-\n\nARTICLE VII\n\nSERVICER TERMINATION EVENTS\n\nSection 7.01\nServicer Termination Events; Master Servicer and Special Servicer Termination\n369\n\nSection 7.02\nTrustee to Act; Appointment of Successor.\n378\n\nSection 7.03\nNotification to Certificateholders\n380\n\nSection 7.04\nWaiver of Servicer Termination Events\n380\n\nSection 7.05\nTrustee as Maker of Advances\n380\n\nARTICLE VIII\n\nCONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR\n\nSection 8.01\nDuties of the Trustee and the Certificate Administrator\n381\n\nSection 8.02\nCertain Matters Affecting the Trustee and the Certificate Administrator\n382\n\nSection 8.03\nTrustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans\n385\n\nSection 8.04\nTrustee or Certificate Administrator May Own Certificates\n385\n\nSection 8.05\nFees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator\n385\n\nSection 8.06\nEligibility Requirements for Trustee and Certificate Administrator\n387\n\nSection 8.07\nResignation and Removal of the Trustee and Certificate Administrator\n388\n\nSection 8.08\nSuccessor Trustee or Certificate Administrator\n390\n\nSection 8.09\nMerger or Consolidation of Trustee or Certificate Administrator\n391\n\nSection 8.10\nAppointment of Co-Trustee or Separate Trustee\n391\n\nSection 8.11\nAppointment of Custodians\n392\n\nSection 8.12\nAppointment of Advancing Agent\n392\n\nSection 8.13\nRepresentations and Warranties of the Trustee\n393\n\nSection 8.14\nProvision of Information to Certificate Administrator, Master Servicer and Special Servicer\n394\n\nSection 8.15\nRepresentations and Warranties of the Certificate Administrator\n394\n\nSection 8.16\nCompliance with the PATRIOT Act\n396\n\nARTICLE IX\n\nTERMINATION\n\nSection 9.01\nTermination upon Repurchase or Liquidation of All Mortgage Loans\n396\n\nSection 9.02\nAdditional Termination Requirements\n400\n\n-iv-\n\nARTICLE X\n\nADDITIONAL REMIC PROVISIONS\n\nSection 10.01\nREMIC Administration\n400\n\nSection 10.02\nUse of Agents\n404\n\nSection 10.03\nDepositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator\n404\n\nSection 10.04\nAppointment of REMIC Administrators\n405\n\nARTICLE XI\n\nEXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE\n\nSection 11.01\nIntent of the Parties; Reasonableness\n406\n\nSection 11.02\nSuccession; Subcontractors\n406\n\nSection 11.03\nFiling Obligations\n409\n\nSection 11.04\nForm 10-D and Form ABS-EE Filings\n409\n\nSection 11.05\nForm 10-K Filings\n414\n\nSection 11.06\nSarbanes-Oxley Certification\n416\n\nSection 11.07\nForm 8-K Filings\n418\n\nSection 11.08\nForm 15 Filing\n420\n\nSection 11.09\nAnnual Compliance Statements\n420\n\nSection 11.10\nAnnual Reports on Assessment of Compliance with Servicing Criteria\n422\n\nSection 11.11\nAnnual Independent Public Accountants’ Attestation Report\n424\n\nSection 11.12\nIndemnification\n425\n\nSection 11.13\nAmendments\n428\n\nSection 11.14\nRegulation AB Notices\n428\n\nSection 11.15\nCertain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans\n428\n\nSection 11.16\nCertain Matters Regarding Significant Obligors\n434\n\nSection 11.17\nImpact of Cure Period\n434\n\nARTICLE XII\n\nTHE ASSET REPRESENTATIONS REVIEWER\n\nSection 12.01\nAsset Review\n434\n\nSection 12.02\nPayment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability\n440\n\nSection 12.03\nResignation of the Asset Representations Reviewer.\n441\n\nSection 12.04\nRestrictions of the Asset Representations Reviewer\n442\n\nSection 12.05\nTermination of the Asset Representations Reviewer\n442\n\n-v-\n\nARTICLE XIII\n\nMISCELLANEOUS PROVISIONS\n\nSection 13.01\nAmendment\n445\n\nSection 13.02\nRecordation of Agreement; Counterparts\n450\n\nSection 13.03\nLimitation on Rights of Certificateholders\n451\n\nSection 13.04\nGoverning Law; Submission to Jurisdiction; Waiver of Jury Trial\n452\n\nSection 13.06\nSeverability of Provisions\n462\n\nSection 13.07\nGrant of a Security Interest\n462\n\nSection 13.08\nSuccessors and Assigns; Third Party Beneficiaries\n462\n\nSection 13.09\nArticle and Section Headings\n463\n\nSection 13.10\nNotices to the Rating Agencies\n463\n\nSection 13.11\nCooperation with the Mortgage Loan Sellers with Respect to Rights Under the Mortgage Loan Agreements\n464\n\nEXHIBITS\n\nEXHIBIT A-1\nForm of Certificate (Other than Class R Certificates)\n\nEXHIBIT A-2\nForm of Class R Certificate\n\nEXHIBIT B\nMortgage Loan Schedule\n\nEXHIBIT C\nForm of Investment Representation Letter\n\nEXHIBIT D-1\nForm of Transferee Affidavit for Transfers of Class R Certificates\n\nEXHIBIT D-2\nForm of Transferor Letter for Transfers of Class R Certificates\n\nEXHIBIT E\nForm of Request for Release\n\nEXHIBIT F-1\nForm of ERISA Representation Letter Regarding ERISA Restricted Certificates\n\nEXHIBIT F-2\nForm of ERISA Representation Letter Regarding Class R Certificates\n\nEXHIBIT G\nForm of Distribution Date Statement\n\nEXHIBIT H\nForm of Omnibus Assignment\n\nEXHIBIT I\nForm of Transfer Certificate for Rule 144A Book Entry Certificate to Temporary Regulation S Book Entry Certificate During Restricted Period\n\nEXHIBIT J\nForm of Transfer Certificate for Rule 144A Book Entry Certificate to Regulation S Book Entry Certificate After Restricted Period\n\nEXHIBIT K\nForm of Transfer Certificate for Temporary Regulation S Book Entry Certificate to Rule 144A Book Entry Certificate During Restricted Period\n\nEXHIBIT L\nForm of Transfer Certificate for Temporary Regulation S Book Entry Certificate to Regulation S Book Entry Certificate After Restricted Period\n\nEXHIBIT M\nForm of Transfer Certificate for Non Book Entry Certificate to Temporary Regulation S Book Entry Certificate\n\nEXHIBIT N\nForm of Transfer Certificate for Non Book Entry Certificate to Regulation S Book Entry Certificate\n\nEXHIBIT O\nForm of Transfer Certificate for Non Book Entry Certificate to Rule 144A Book Entry Certificate\n\n-vi-\n\nEXHIBIT P-1A\nForm of Investor Certification for Non Borrower Party and/or the Risk Retention Consultation Party (for Persons Other than the Directing Certificateholder and/or a Controlling Class Certificateholder)\n\nEXHIBIT P-1B\nForm of Investor Certification for Non Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)\n\nEXHIBIT P-1C\nForm of Investor Certification for Borrower Party (for Persons Other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)\n\nEXHIBIT P-1D\nForm of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)\n\nEXHIBIT P-1E\nForm of Notice of Excluded Controlling Class Holder\n\nEXHIBIT P-1F\nForm of Notice of [Excluded Loan][Excluded Controlling Class Holder] to Certificate Administrator\n\nEXHIBIT P-1G\nForm of Certification of the Directing Certificateholder\n\nEXHIBIT P-1H\nForm of Certification of the Risk Retention Consultation Party\n\nEXHIBIT P-2\nForm of Certification for NRSROs\n\nEXHIBIT P-3\nOnline Market Data Provider Certification\n\nEXHIBIT Q\nCustodian Certification/Exception Report\n\nEXHIBIT R-1\nForm of Power of Attorney by Trustee for Master Servicer\n\nEXHIBIT R-2\nForm of Power of Attorney by Trustee for Special Servicer\n\nEXHIBIT S\nInitial Serviced Companion Noteholders\n\nEXHIBIT T\nForm of Notice for Non Serviced Mortgage Loan\n\nEXHIBIT U\nForm of Notice and Certification Regarding Defeasance of Mortgage Loan\n\nEXHIBIT V\nForm of Operating Advisor Annual Report\n\nEXHIBIT W\nForm of Notice from Operating Advisor Recommending Replacement of a Special Servicer\n\nEXHIBIT X\nForm of Confidentiality Agreement\n\nEXHIBIT Y\nForm Certification to be Provided with Form 10 K\n\nEXHIBIT Z-1\nForm of Certification to be Provided to Depositor by Certificate Administrator\n\nEXHIBIT Z-2\nForm of Certification to be Provided to Depositor by Master Servicer\n\nEXHIBIT Z-3\nForm of Certification to be Provided to Depositor by Special Servicer\n\nEXHIBIT Z-4\nForm of Certification to be Provided to Depositor by Trustee\n\nEXHIBIT Z-5\nForm of Certification to be Provided to Depositor by Operating Advisor\n\nEXHIBIT Z-6\nForm of Certification to be Provided to Depositor by Custodian\n\nEXHIBIT Z-7\nForm of Certification to be Provided to Depositor by Asset Representations Reviewer\n\nEXHIBIT AA\nServicing Criteria to be Addressed in Assessment of Compliance\n\nEXHIBIT BB\nAdditional Form 10 D Disclosure\n\nEXHIBIT CC\nAdditional Form 10 K Disclosure\n\nEXHIBIT DD\nForm 8 K Disclosure Information\n\nEXHIBIT EE\nAdditional Disclosure Notification\n\nEXHIBIT FF\nInitial Sub Servicers\n\nEXHIBIT GG\nServicing Function Participants\n\nEXHIBIT HH\nForm of Annual Compliance Statement\n\nEXHIBIT II\nForm of Report on Assessment of Compliance with Servicing Criteria\n\n-vii-\n\nEXHIBIT JJ\nCREFC® Payment Information\n\nEXHIBIT KK\nForm of Notice of Additional Indebtedness Notification\n\nEXHIBIT LL\n[Reserved]\n\nEXHIBIT MM\nAdditional Disclosure Notification (Accounts)\n\nEXHIBIT NN\nForm of Notice of Purchase of Controlling Class Certificate\n\nEXHIBIT OO\nForm of Asset Review Report by the Asset Representations Reviewer\n\nEXHIBIT PP\nForm of Asset Review Report Summary\n\nEXHIBIT QQ\nAsset Review Procedures\n\nEXHIBIT RR\nForm of Certification to Certificate Administrator Requesting Access to Secure Data Room\n\nEXHIBIT SS\nForm of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]\n\nEXHIBIT TT\n[Reserved]\n\n \n\nSCHEDULES\n\nSCHEDULE 1\nMortgage Loans With Additional Debt\n\nSCHEDULE 2\nMortgage Loans With Escrows or Reserves Exceeding 10% of the Initial Principal Balance of the Mortgage Loan or (if applicable) Whole Loan\n\n \n\n-viii-\n\nThis Pooling and Servicing\nAgreement is dated and effective as of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC,\nas Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate\nAdministrator, Deutsche Bank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations\nReviewer.\n\nPRELIMINARY STATEMENT:\n\nThe Depositor intends to\nsell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in\nmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder,\nthe primary assets of which will be a pool of commercial mortgage loans. As provided herein, the Certificate Administrator shall elect\nor shall cause an election to be made to treat designated portions of the Trust for federal income tax purposes as two (2) separate real\nestate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC”,\nand each a “Trust REMIC” as described herein).\n\nThe Depositor intends to\nsell the Certificates to the Underwriters and the Initial Purchasers.\n\nLOWER-TIER REMIC\n\nThe Lower-Tier REMIC\nwill hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LAS, Class LB, Class LC,\nClass LD, Class LE, Class LF, Class LGRR, Class LHRR and Class LJRR Uncertificated Interests (the “Lower-Tier\nRegular Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder.\nThe Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole class of “residual interests”\nin the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.\n\nThe following table sets\nforth the Class designation, the initial Lower-Tier Principal Amounts and *per annum* rates of interest for the Lower-Tier\nRegular Interests and the Class LR Interest:\n\nClass\nDesignation\n\nInterest\nRate\n\nOriginal\nLower-Tier\n\nPrincipal Amount\n\nClass LA1\n\n (1)\n$5,383,000\n\nClass LA2\n\n (1)\n$76,585,000\n\nClass LA3\n\n (1)\n$351,987,000\n\nClass LAS\n\n (1)\n$44,945,000\n\nClass LB\n\n (1)\n$34,096,000\n\nClass LC\n\n (1)\n$26,348,000\n\nClass LD\n\n (1)\n$24,022,000\n\nClass LE\n\n (1)\n$8,524,000\n\nClass LF\n\n (1)\n$6,200,000\n\nClass\nDesignation\n\nInterest\nRate\n\nOriginal\nLower-Tier\n\nPrincipal Amount\n\nClass\nLGRR\n\n (1)\n$10,074,000\n\nClass LHRR\n\n (1)\n$8,524,000\n\nClass LJRR\n\n (1)\n$23,247,843\n\nClass LR\nNone\n (2)\nNone(2)\n\n(1)The\ninterest rate for each Class of Lower-Tier Regular Interests on any Distribution Date\nwill be the Weighted Average Net Mortgage Rate for such Distribution Date.\n\n(2)The\nClass LR Interest (evidenced by the Class R Certificates) will not have a Certificate\nBalance or a Notional Amount, will not bear interest and will not be entitled to distributions\nof Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the\nLower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution\nAmount will be deemed distributed to the Class LR Interest and shall be payable to\nthe Holders of the Class R Certificates.\n\nUPPER-TIER REMIC\n\nThe Upper-Tier REMIC\nwill hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class X-A,\nClass X-B, Class A-S, Class B, Class C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class\nF, Class G-RR, Class H-RR and Class J-RR Certificates, which will evidence the “regular interests” in the\nUpper-Tier REMIC created hereunder. Each such regular interest will be represented by, and have the same Pass-Through Rate and\nCertificate Balance or Notional Amount as, the Class of Certificates bearing the same Class designation as set forth in the chart below.\n\nThe Upper-Tier REMIC\nwill also issue the uncertificated Class UR Interest, which is the sole class of “residual interests” in the Upper-Tier\nREMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class R Certificates will not\nhave a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance\nCharges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement\nhave been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to\nthe Holders of the Class R Certificates.\n\nThe following table (and\nrelated paragraphs) sets forth the Class designation, the approximate initial pass-through rate and the aggregate initial principal\namount (the “Original Certificate Balance”) or Notional Amount (the “Original Notional Amount”),\nas applicable, for each Class of Regular Certificates:\n\nClass\nDesignation\n\nInitial\nPass-Through Rate(1)\n\nOriginal\nCertificate Balance or Original Notional Amount\n\nClass A-1\n4.62700%\n$5,383,000\n\nClass A-2\n4.99700%\n$76,585,000\n\nClass A-3\n5.48600%\n$351,987,000\n\nClass X-A\n1.45549%\n$433,955,000\n (2)\n\nClass X-B\n0.96013%\n$105,389,000\n (2)\n\nClass A-S\n5.80200%\n$44,945,000\n\n-2-\n\nClass\nDesignation\n\nInitial\nPass-Through Rate(1)\n\nOriginal\nCertificate Balance or Original Notional Amount\n\nClass B\n6.10000%\n$34,096,000\n\nClass C\n5.74600%\n    $26,348,000\n\nClass X-D\n2.34454%\n$24,022,000\n (2)\n\nClass X-E\n2.34454%\n$8,524,000\n (2)\n\nClass X-F\n2.34454%\n$6,200,000\n (2)\n\nClass D\n4.50000%\n$24,022,000\n\nClass E\n4.50000%\n $8,524,000\n\nClass F\n4.50000%\n $6,200,000\n\nClass G-RR\n6.84454%\n$10,074,000\n\nClass H-RR\n6.84454%\n$8,524,000\n\nClass J-RR\n6.84454%\n$23,247,843\n\nClass R\nNone(3)\nN/A(3)\n\n(1)The\nPass-Through Rate for each Class of Regular Certificates will be calculated in accordance\nwith the definition of “Pass-Through Rate”.\n\n(2)None\nof the Class X-A, Class X-B, Class X-D, Class X-E or Class\nX-F Certificates will have a Certificate Balance or be entitled to distributions of principal;\nrather, such Classes will accrue interest as provided herein on the Notional Amount thereof.\n\n(3)The\nClass R Certificates will not have a Certificate Balance or Notional Amount, bear\ninterest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.\nAny Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all\nrequired distributions under this Agreement have been made to each Class of Regular Certificates\nwill be deemed distributed to the Class UR Interest and shall be payable to the Holders\nof the Class R Certificates.\n\nThe foregoing structure is\nintended to cause all of the cash flow from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular\nCertificates, without creating any shortfall, actual or potential (other than for credit losses), to any REMIC regular interests issued\nhereunder. To the extent that the structure is believed to diverge from such intention (without implying any duty of any such party to\nidentify any such ambiguity), the party or parties identifying the subject defect or ambiguity shall notify the other parties hereto,\nwhereupon the Depositor and the Certificate Administrator shall use commercially reasonable efforts to resolve the subject defect or ambiguity\nto accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure\nwithout Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making\nany amendments in accordance with Section 13.01 of this Agreement. The other parties hereto agree to reasonably cooperate\nwith the Depositor and the Certificate Administrator in connection with any amendment to this Agreement in furtherance of the foregoing.\n\nAs of the close of business\non the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on\nor before such date, whether or not received, equal to $619,935,844.\n\n-3-\n\nWHOLE LOANS\n\nLoan\nNo.\n\nWhole\nLoan\n\nType\n\nNon-Serviced\nPSA/TSA\n\nMortgage\nLoan\n\nPari\nPassu Companion Loan(s)\n\nAB\nSubordinate Companion Loan(s)\n\n1\nMall at Prince George’s\nServiced\nN/A\nA-1, A-2\nA-3, A-4, A-5\nN/A\n\n3\n535 & 545 5th Avenue\nNon-Serviced\nBMARK 2026-V20\nPSA\nA-8\nA-1, A-2-1, A-2-2, A-3, A-4, A-5,\nA-6, A-7, A-9, A-10, A-11, A-12-1, A-12-2\nN/A\n\n8\nDel Rey Campus\nServiced\nN/A\nA-1\nA-2, A-3, A-4\nN/A\n\n9\nMountain Industrial Portfolio\nNon-Serviced\nMTN 2026-LPFX\nTSA\nA-3-1-2, A-4-1-2\nA-1-1, A-2-1, A-1-2, A-2-2, A-1-3,\nA-2-3, A-1-4, A-2-4, A-1-5, A-2-5, A-1-6, A-2-6, A-3-1-1, A-4-1-1, A-3-2-1, A-4-2-1, A-3-2-2, A-4-2-2, A-3-2-3, A-4-2-3, A-3-3, A-4-3,\nA-3-4, A-4-4, A-3-5, A-4-5, A-3-6, A-4-6\nB-1-1, B-2-1. B-1-2, B-2-2, B-1-3,\nB-2-3, B-1-4, B-2-4, B-1-5, B-2-5, B-1-6, B-2-6\n\n10\n1500 Post Oak Boulevard\nNon-Serviced\nBANK5 2026-5YR21\nPSA\nA-3\nA-1, A-2, A-4\nN/A\n\n11\nThe Towers at Cupertino City Center\nNon-Serviced\nBBCMS 2026-5C41\nPSA(1)\nA-1-3, A-2-2\nA-1-1, A-1-2, A-2-1\nN/A\n\n14\nONX Industrial Campus\nNon-Serviced\nBMARK 2026-V22\nPSA(2)\nA-4, A-5\nA-1, A-2, A-3, A-6, A-7\nN/A\n\n20\nKirby Industrial\nNon-Serviced\nWFCM 2026-5C8\nPSA\nA-5\nA-1, A-2, A-3, A-4\nN/A\n\n(1)On\nand after the date on which the securitization of Note A-1-1 is consummated, The Towers at\nCupertino City Center Whole Loan will be serviced pursuant to the related Non-Serviced PSA\ngoverning the securitization of such Note A-1-1.\n\n(2)On\nand after the date on which the securitization of Note A-1 is consummated, the ONX Industrial\nCampus Whole Loan will be serviced pursuant to the related Non-Serviced PSA governing the\nsecuritization of such Note A-1.\n\nEach of the Whole Loans listed\nabove consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect to any Whole Loan,\neach of the Mortgage Loan and the Pari Passu Companion Loan(s) are *pari passu* with each other to the extent provided in the related\nIntercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any Pari Passu\nCompanion Loan(s) to the extent provided in the related Intercreditor Agreement. Each Serviced Whole Loan will be serviced and administered\nin accordance with this Agreement and the related Intercreditor Agreement. Each Non-Serviced Whole Loan will be serviced and administered\nin accordance with the related Non-Serviced PSA and the related Intercreditor Agreement.\n\nThe Companion Loans are not\npart of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust\nFund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to\n\n-4-\n\nthe extent that such amounts are payable or\nreimbursable to any party to this Agreement) will be owned by the related Companion Holders.\n\nIn consideration of the mutual\nagreements herein contained, the parties hereto agree as follows:\n\nARTICLE\nI\n\nDEFINITIONS\n\nSection 1.01       \nDefined Terms. Whenever used in this Agreement, including\nin the Preliminary Statement, the following capitalized terms, unless the context otherwise requires, shall have the meanings specified\nin this Article.\n\n“10-K Filing\nDeadline”: As defined in Section 11.05(a).\n\n“15Ga-1 Notice”:\nAs defined in Section 2.02(g).\n\n“15Ga-1 Repurchase\nRequest”: As defined in Section 2.02(g).\n\n“17g-5 Information\nProvider”: The Certificate Administrator.\n\n“17g-5 Information\nProvider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located within\nthe Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO” tab on the page\nrelating to this transaction.\n\n“30/360 Mortgage\nLoans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.\n\n“AB Control Appraisal\nPeriod”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent term under the related\nAB Intercreditor Agreement.\n\n“AB Intercreditor\nAgreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of the related\nMortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further amended in accordance\nwith the terms thereof.\n\n“AB Modified Loan”:\nAny Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage\nLoan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced PSA)\ndue to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior\nnote(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the\nTrust or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect.\n\n“AB Mortgage Loan”:\nOne or more senior “A notes” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund.\nAs of the Closing Date, the Mountain Industrial Portfolio Mortgage Loan is an AB Mortgage Loan.\n\n-5-\n\n“AB Mortgaged Property”:\nThe Mortgaged Property which secures the related AB Whole Loan.\n\n“AB Subordinate\nCompanion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made\nby the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and which\nis subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and\nas provided in the related Intercreditor Agreement.\n\n“AB Whole Loan”:\nA Whole Loan that consists of a Mortgage Loan and one or more related AB Subordinate Companion Loans and, in some cases, one or more related\nPari Passu Companion Loans. As of the Closing Date, the Mountain Industrial Portfolio Whole Loan is an AB Whole Loan.\n\n“Accelerated Mezzanine\nLoan Lender”: A mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement\nproceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.\n\n“Acceptable Insurance\nDefault”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related Mortgage Loan documents\narising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property\nspecific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist\nor similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property\ninsurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable\nthan those in place as of the Closing Date, in each case as to which default the Master Servicer and the Special Servicer may forbear\ntaking any enforcement action, provided that the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special\nServicer (with respect to a Specially Serviced Loan), as applicable, has determined in its reasonable judgment, based on inquiry consistent\nwith the Servicing Standard (and (i) unless a Control Termination Event has occurred and is continuing, with the consent of the Directing\nCertificateholder and (ii) with respect to a Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation\nParty pursuant to Section 6.08(a) (in either case, (other than with respect to any Mortgage Loan that is an Excluded Loan)) (and after\na Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation Termination\nEvent, after non-binding consultation with the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, if an AB\nControl Appraisal Period is not in effect, with the consent of the related Serviced AB Whole Loan Controlling Holder to the extent required\nunder the related Intercreditor Agreement), as provided in Section 6.08) (other than with respect to any Mortgage Loan that is an Excluded\nLoan), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time\ncommonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related\nMortgaged Property is located, or (b) such insurance is not available at any rate; provided, however, that the Directing\nCertificateholder (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder if an AB Control Appraisal\nPeriod is not in effect to the extent required under the related Intercreditor Agreement) and the Risk\n\n-6-\n\nRetention Consultation Party (if it has the\nright to consult pursuant to Section 6.08) will not have more than thirty (30) days to respond to the Master Servicer’s or the Special\nServicer’s, as applicable, request for such consent or consultation, as applicable; provided, further, that upon the\nMaster Servicer’s or the Special Servicer’s, as applicable, determination consistent with the Servicing Standard, that exigent\ncircumstances do not allow the Master Servicer or the Special Servicer, as applicable, to consult with the Directing Certificateholder,\nthe Risk Retention Consultation Party or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Master Servicer\nor the Special Servicer, as applicable, is not required to do so. The Master Servicer (at its own expense) and the Special Servicer (at\nthe expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.\n\n“Act”:\nThe Securities Act of 1933, as it may be amended from time to time.\n\n“Actual/360 Basis”:\nInterest accrual on the basis of the actual number of days in a month assuming a 360-day year.\n\n“Actual/360 Mortgage\nLoans”: The Mortgage Loans that accrue interest on an Actual/360 Basis; provided, that a Mortgage Loan that accrues interest\nfor a portion of the Mortgage Loan term on an Actual/360 Basis shall be an Actual/360 Mortgage Loan solely for such portion of the Mortgage\nLoan term.\n\n“Additional Debt”:\nWith respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under such Mortgage Loan that\nis secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto, as increased or decreased\nfrom time to time pursuant to the terms of the related subordinate or *pari passu* loan documents (including any Intercreditor Agreement\nor subordination agreement).\n\n“Additional Disclosure\nNotification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K\nDisclosure or Form 8-K Disclosure Information which is attached hereto as Exhibit EE.\n\n“Additional Exclusions”:\nExclusions in addition to those customarily found in the insurance policies for mortgaged properties similar to the Mortgaged Properties\non or prior to September 11, 2001.\n\n“Additional Form\n10-D Disclosure”: As defined in Section 11.04(a).\n\n“Additional Form\n10-K Disclosure”: As defined in Section 11.05(a).\n\n“Additional Servicer”:\nEach Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any of the Mortgage Loans and each\nPerson who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services 10% or more of the Mortgage Loans\nby unpaid principal balance as of any date of determination pursuant to Article XI, which, for the avoidance of doubt will\ninclude any Advancing Agent appointed by the Trustee as a back-up liquidity provider pursuant to Section 8.12.\n\n“Administrative\nFee Rate”: As of any date of determination and with respect to each Mortgage Loan, a *per annum* rate equal to the sum\nof the Servicing Fee Rate, the Certificate\n\n-7-\n\nAdministrator Fee Rate (which fee rate accounts\nfor the Trustee Fee), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual\nProperty Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing\nFee Rate.\n\n“Advance”:\nAny P&I Advance or Servicing Advance.\n\n“Advancing Agent”:\nAny advancing agent or similar entity appointed pursuant to Section 8.12 of this Agreement.\n\n“Adverse REMIC Event”:\nAs defined in Section 10.01(f).\n\n“Affected Party”:\nAs defined in Section 7.01(b).\n\n“Affected Reporting\nParty”: As defined in Section 11.12.\n\n“Affiliate”:\nWith respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.\nFor the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the\nmanagement and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise\nand the terms “controlling” and “controlled” have meanings correlative to the foregoing.\n\n“Affirmative Asset\nReview Vote”: As defined in Section 12.01(a).\n\n“Agreement”:\nThis Pooling and Servicing Agreement and all amendments hereof and supplements hereto.\n\n“Applicable Advancing\nAgent Ratings”: With respect to any entity, (A) a rating on its long-term senior unsecured debt or an issuer default rating\nof at least “A” by Fitch or a short-term rating of at least “F1” by Fitch and (B) a rating on its long-term senior\nunsecured debt or a long-term issuer rating of at least “A2” by Moody’s or a long-term counterparty risk assessment\nof at least “A2(cr)” by Moody’s.\n\n“Applicable Fitch\nPermitted Investment Rating”: (A) In the case of such investments with maturities of thirty (30) days or less, the short-term\ndebt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which are rated at least\n“A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term\nobligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-”\nby Fitch.\n\n“Applicable KBRA\nPermitted Investment Rating”: (A) In the case of such investments with maturities of ninety (90) days or less, the short-term\ndebt obligations of which are rated at least “K3” or the long-term obligations of which are rated at least “BBB-”\nand (B) in the case of such investments with maturities greater than ninety (90) days but not more than one year, the short-term debt\nobligations of which are rated at least “K1” or the long-term obligations of which are rated at least “A-” (or,\nin each case, if not then rated by KBRA, an equivalent or higher rating assigned by another NRSRO).\n\n-8-\n\n“Applicable Laws”:\nAs defined in Section 8.16.\n\n“Applicable Moody’s\nPermitted Investment Rating”: in the case of such investments, the short-term debt obligations of which are rated at least\n“P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s.\n\n“Applicable State\nand Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the State\nof New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention of the Trustee\nand the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the appropriate\ntaxing authority as to the applicability of such state or local tax laws.\n\n“Appraisal”:\nAn appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property is\nlocated and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller of the\nCurrency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), and the\nNational Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related\nfinancial transactions, as amended from time to time. Any Appraisal ordered by the Master Servicer or Special Servicer shall be performed\nby an Independent MAI-designated appraiser.\n\n“Appraisal Reduction\nAmount”: For any Distribution Date and for any Serviced Mortgage Loan, Serviced Companion Loan or any Serviced Whole Loan as\nto which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the occurrence\nand continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder (except in the case of an Excluded\nLoan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), and, after the occurrence\nand during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (except with respect to\nan Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination Event,\nin consultation with the Operating Advisor), as of the first Determination Date that is at least ten (10) Business Days following the\ndate on which the Special Servicer receives an Appraisal (together with information requested by the Special Servicer from the Master\nServicer in accordance with this Agreement that is in the possession of the Master Servicer and reasonably necessary to calculate the\nAppraisal Reduction Amount) or conducts a valuation as described below, equal to the excess of (a) the Stated Principal Balance of\nthat Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum\nof (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by\nthe Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage\nLoan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs\nof which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer (or\nat the Special Servicer’s election, by one or more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage\nLoan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may\nbe, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the\nSpecial Servicer may make (without implying any obligation to do\n\n-9-\n\nso) based upon its review of the Appraisals\nand any other information it deems relevant; and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan\nor Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month\nof the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest\ndue on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a *per annum* rate equal to its Mortgage Rate (and, with\nrespect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all\nP&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable,\nnot reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate\nin respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments,\ninsurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest\nwhether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums,\nground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as\napplicable); provided, however, that without limiting the Special Servicer’s obligation to order and obtain such Appraisal\nor perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred\nto above within sixty (60) days of the Appraisal Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount equal\nto 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as\nsuch appraisal or valuation referred to above is received (together with information reasonably requested by the Special Servicer from\nthe Master Servicer in accordance with Section 4.05 of this Agreement that is in the possession of the Master Servicer and\nreasonably necessary to calculate the Appraisal Reduction Amount) or performed by the Special Servicer and the Appraisal Reduction Amount\nis calculated by the Special Servicer as of the first Determination Date that is at least ten (10) Business Days after the Special Servicer’s\nreceipt of such Appraisal or the completion of the valuation and receipt of information requested by the Special Servicer from the Master\nServicer that is in the Master Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount. Within\nsixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal\n(the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, further, however, that\nwith respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the\nSpecial Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth\nin such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition\nof Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety\n(90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further,\nthat in no event shall the Special Servicer be required to obtain any such Appraisal prior to the conclusion of such sixty (60), ninety\n(90) or one hundred twenty (120) day period, as applicable and, in each case, the related Appraisal shall be promptly delivered in electronic\nformat by the Special Servicer to the Master Servicer and the Directing Certificateholder (but in the case of the Directing Certificateholder,\nonly prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan with\nrespect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the\n\n-10-\n\nCertificate Administrator and the Trustee.\nIn connection with any Appraisal Reduction Amount, the Master Servicer shall use reasonable efforts to provide the Special Servicer with\nthe information as set forth in Section 4.05(c) within five (5) Business Days of its receipt of any such request. The Master\nServicer shall not calculate Appraisal Reduction Amounts.\n\nWith respect to any Appraisal\nReduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a),\nthe Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or clause (b)(i)(A)(2)\nof the first paragraph of this definition shall be determined on an “as-is” basis.\n\nNotwithstanding anything\nherein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be reduced\nto zero as of the date on which Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust or as otherwise\nset forth in Section 4.05(d).\n\nAny Appraisal Reduction Amount\nin respect of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall be calculated by the applicable\nparty under, and in accordance with and pursuant to the terms of, the applicable Non-Serviced PSA and shall constitute an “Appraisal\nReduction Amount” under the terms of this Agreement with respect to such Non-Serviced Mortgage Loan and the Master Servicer,\nthe Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation.\n\n“Appraisal Reduction\nEvent”: With respect to any Serviced Mortgage Loan, Serviced Companion Loan and Serviced Whole Loan, the earliest of (i) one\nhundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace Period), other than any uncured\ndelinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan,\nas applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan, Serviced Companion Loan\nor Serviced Whole Loan, as applicable, or a change in any other material economic term of such Mortgage Loan, Serviced Companion Loan\nor Serviced Whole Loan, as applicable (other than an extension of the Maturity Date), becomes effective as a result of a modification\nof such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii) thirty (30)\ndays after the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which\na Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within\nsuch time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor\nif not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with\nrespect to such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, except where a refinancing or sale is anticipated\nwithin one hundred twenty (120) days after the Maturity Date of the Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as\napplicable, in which case one hundred twenty (120) days after such uncured delinquency, and (vii) immediately after such Mortgage\nLoan, Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period\nreferenced in clause (iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced\nLoan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate\nCertificate Balances of\n\n-11-\n\nall Classes of Subordinate Certificates have\nbeen reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder, the Operating Advisor, the\nOther Servicer and the Other Trustee, if applicable, or the Master Servicer shall notify the Special Servicer, the Operating Advisor,\nthe Other Servicer and the Other Trustee as applicable, promptly upon such Person having notice or knowledge of the occurrence of any\nof the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject\nto the provisions of Section 4.05.\n\n“Appraisal Review\nPeriod”: As defined in Section 4.05(b)(ii).\n\n“Appraised-Out\nClass”: As defined in Section 4.05(b)(i).\n\n“Appraised Value”:\n(i) With respect to any Mortgaged Property, the appraised value thereof as determined by the most recent Appraisal of the Mortgaged\nProperty securing the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as applicable and (ii) with respect\nto a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced\nPSA.\n\n“Arbitration Rules”:\nAs defined in Section 2.03(n)(i).\n\n“Arbitration Services\nProvider”: As defined in Section 2.03(n)(i).\n\n“ASR Consultation\nProcess”: As defined in Section 3.19(d).\n\n“Asset Representations\nReviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.\n\n“Asset Representations\nReviewer Asset Review Fee”: As defined in Section 12.02(b).\n\n“Asset Representations\nReviewer Fee”: As defined in Section 12.02(a).\n\n“Asset Representations\nReviewer Fee Rate”: As defined in Section 12.02(a).\n\n“Asset Representations\nReviewer Termination Event”: As defined in Section 12.05(a).\n\n“Asset Representations\nReviewer Upfront Fee”: As defined in Section 12.02(a).\n\n“Asset Review”:\nA review of the compliance of each Delinquent Loan with certain representations and warranties of the applicable Mortgage Loan Seller,\nin accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ hereto.\n\n“Asset Review Notice”:\nAs defined in Section 12.01(a).\n\n“Asset Review Quorum”:\nIn connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a), the Certificateholders\nevidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates that have Voting Rights.\n\n-12-\n\n“Asset Review Report”:\nAs defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset Review substantially\nin the form attached hereto as Exhibit OO.\n\n“Asset Review Report\nSummary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of an Asset Review\nReport substantially in the form attached hereto as Exhibit PP.\n\n“Asset Review Standard”:\nThe performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject to the express terms of\nthis Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection with an Asset Review shall\nbe made in the Asset Representations Reviewer’s good faith discretion and judgment based on the facts and circumstances known to\nit at the time of such determination or assumption.\n\n“Asset Review Trigger”:\nAny time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding\nprincipal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor\nMortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans\nor (2) (A) prior to and including the second (2nd) anniversary of the Closing Date, at least ten (10) Mortgage Loans are\nDelinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the\naggregate constitutes at least 15% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor\nREO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust\nas of the end of the applicable Collection Period, or (B) after the second (2nd) anniversary of the Closing Date, at least fifteen\n(15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such\nDelinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans\n(including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole\nLoan)) held by the Trust as of the end of the applicable Collection Period.\n\n“Asset Review Vote\nElection”: As defined in Section 12.01(a).\n\n“Asset Status Report”:\nAs defined in Section 3.19(d).\n\n“Assignment”\nand “Assignments”: Each as defined in Section 2.01(c).\n\n“Assignment of Leases”:\nWith respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed by the Mortgagor, assigning\nto the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion\nof such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended\nthrough the date hereof and from time to time hereafter.\n\n“Assignment of Mortgage”:\nWith respect to any Mortgaged Property, an assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in\n\n-13-\n\nrecordable form, which is sufficient under\nthe laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the assignment of the Mortgage, which\nassignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages encumbering\nMortgaged Properties located in the same jurisdiction, if permitted by law and acceptable for recording.\n\n“Assumed Scheduled\nPayment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that\nis delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the\nportion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment\nthat would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by the related\nMortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate),\nif applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof\noccurring in connection with a modification of such Mortgage Loan in connection with a default or bankruptcy (or similar proceeding),\nand (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining P&I\nAdvances, the portion allocable to any related Companion Loan) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate\nand the related Non-Serviced Primary Servicing Fee Rate, if applicable).\n\n“Authenticating\nAgent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent\npursuant to Section 5.02(a), in each case in its capacity as authenticating agent, or if any successor authenticating agent\nis appointed pursuant to Section 5.02(a), such successor authenticating agent.\n\n“Available Funds”:\nWith respect to any Distribution Date, an amount equal to the sum of (without duplication):\n\n(a)              \nthe aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent\nreceived by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including\nthe portion of Loss of Value Payments deposited into a Collection Account pursuant to Section 3.05(g) of this Agreement) and\nany REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicer\npursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or\ncredited to any portion of the Collection Account that is held for the benefit of the Serviced Companion Noteholders) as of the close\nof business on the related P&I Advance Date, exclusive of (without duplication):\n\n(i)                                   all\nPeriodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection Period,\nexcluding interest relating to payments prior to, but due after, the Cut-off Date;\n\n(ii)                                all\nunscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date\nfor the\n\n-14-\n\nrelated Mortgage Loan), Liquidation Proceeds,\nInsurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date\n(or, with respect to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring after the related Determination\nDate, subsequent to the related Due Date) allocable to the Mortgage Loans;\n\n(iii)                             (A) all\namounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xx),\ninclusive, and (xxiii) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier\nREMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b);\nand (C) any Net Investment Earnings contained therein;\n\n(iv)                            with\nrespect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each February or (2) any January in\na year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to\none (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month in\nwhich such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld Amounts;\n\n(v)                               [reserved];\n\n(vi)                            all\nPrepayment Premiums and Yield Maintenance Charges allocable to the Mortgage Loans;\n\n(vii)                         all\namounts deposited in the Collection Account in error; and\n\n(viii)                      any\nPenalty Charges allocable to the Mortgage Loans;\n\n(b)              \nif and to the extent not already included in clause (a), the aggregate amount transferred from the REO Accounts allocable\nto the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c) if received by the Master\nServicer on or prior to the related Determination Date;\n\n(c)              \nthe aggregate amount of any Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans with respect\nto such Distribution Date and P&I Advances made by the Master Servicers or the Trustee, as applicable, with respect to the Mortgage\nLoan and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset Representations Reviewer\nFee, and CREFC® Intellectual Property Royalty License Fee with respect to the Mortgage Loans for which such P&I Advances\nare made) pursuant to Section 4.03 or Section 7.05; and\n\n(d)              \nwith respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution\nDate is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b).\n\n-15-\n\nNotwithstanding the investment\nof funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Available Funds, the amounts\nso invested shall be deemed to remain on deposit in such accounts.\n\n“Balloon Mortgage\nLoan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as of the\nClosing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity Date.\n\n“Balloon Payment”:\nWith respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of such\nBalloon Mortgage Loan.\n\n“Bankruptcy Code”:\nThe federal bankruptcy code, as amended from time to time (Title 11 of the United States Code).\n\n“Base Interest Fraction”:\nAs defined in Section 4.01(e).\n\n“Book-Entry\nCertificate”: Any Certificate registered in the name of the Depository or its nominee.\n\n“Borrower Party”:\nA borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.\n\n“Borrower Party\nAffiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender,\n(a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or Accelerated Mezzanine\nLoan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such\nborrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control”\nwhen used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,\nwhether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”\nhave meanings correlative to the foregoing.\n\n“Borrower-Related\nParty”: As defined in Section 3.32.\n\n“Breach”:\nWith respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section 4(b)\nof the related Mortgage Loan Purchase Agreement.\n\n“Business Day”:\nAny day other than a Saturday, a Sunday or a day on which banking institutions in Georgia, Florida, Kansas, North Carolina, Pennsylvania,\nNew York or any of the jurisdictions in which the respective primary servicing offices of the Master Servicer or the Special Servicer\nor the Corporate Trust Office of the Trustee or the Certificate Administrator are located, or the New York Stock Exchange or the Federal\nReserve System of the United States of America are authorized or obligated by law or executive order to remain closed.\n\n-16-\n\n“CERCLA”:\nThe Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.\n\n“Certificate”:\nAny one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, as executed and delivered by the\nCertificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.\n\n“Certificate Administrator”:\nComputershare Trust Company, National Association, in its capacity as certificate administrator, or if any successor certificate administrator\nis appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed hereunder. Computershare\nTrust Company, National Association shall perform the certificate administrator role through its Corporate Trust Services division, including,\nas applicable, any agents or affiliates utilized thereby.\n\n“Certificate Administrator\nFee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities\nunder this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate Administrator\nshall pay the Trustee Fee to the Trustee.\n\n“Certificate Administrator\nFee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.01520% *per annum* and\nthe Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage\nLoan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution Date. The Certificate\nAdministrator Fee includes the Trustee Fee.\n\n“Certificate Administrator’s\nWebsite”: The Certificate Administrator’s Internet website, which shall initially be located at “www.ctslink.com”.\n\n“Certificate Balance”:\nWith respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution Date, an amount equal to the\nOriginal Certificate Balance of such Class of Principal Balance Certificates as specified in the Preliminary Statement hereto and (ii) as\nof any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates\non the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).\n\n“Certificate Factor”:\nWith respect to any Class of Certificates (other than the Class R Certificates), as of any date of determination, a fraction, expressed\nas a decimal carried to at least eight (8) places, the numerator of which is the then-related Certificate Balance or Notional Amount,\nand the denominator of which is the related Original Certificate Balance.\n\n“Certificate Owner”:\nWith respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of\nthe Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository\nParticipant acts as agent.\n\n“Certificate Register”\nand “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.03(a).\n\n-17-\n\n“Certificateholder”\nor “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner\nthereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant\nto this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including,\nfor the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan\nSeller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding and any Class G-RR,\nClass H-RR or Class J-RR Certificate registered in the name of or beneficially owned by the Holder of the VRR Interest shall be deemed\nnot to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling\nClass Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded\nControlling Class Loan; and provided, further, that any Controlling Class Certificates owned by a Special Servicer or an\nAffiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related\nExcluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining whether\nthe requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained;\nprovided, however, that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer\n(including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any\nMortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any\nway increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger\nan Asset Review (with respect to an Asset Review and any Mortgage Loan Seller, solely with respect to any related Mortgage Loan subject\nto the Asset Review); provided, further, that so long as there is no Servicer Termination Event with respect to the Master\nServicer or the Special Servicer, as applicable, the Master Servicer and the Special Servicer or any such Affiliate thereof shall be entitled\nto exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation\nor increase its obligations or liabilities hereunder; and provided, further, that such restrictions shall not apply to (i) the\nexercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their\nAffiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer, the Special Servicer,\nthe Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence\nof certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special\nServicer, the Trustee or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled\nto request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate\nis registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders”\nshall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,\nexcept as otherwise specified herein; provided, however, that the parties hereto shall recognize as a “Holder”\nor “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee\nshall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.\n\n“Certificateholder\nQuorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application\nof Realized Losses and, other\n\n-18-\n\nthan with respect to the termination of the\nAsset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance\nof the Certificates) of all Principal Balance Certificates on an aggregate basis.\n\n“Certificateholder\nRepurchase Request”: As defined in Section 2.03(k)(i).\n\n“Certification Parties”:\nAs defined in Section 11.06.\n\n“Certification Party”:\nAny one of the Certification Parties.\n\n“Certifying Person”:\nAs defined in Section 11.06.\n\n“Certifying Servicer”:\nAs defined in Section 11.09.\n\n“Class”:\nWith respect to any Certificates, all of the Certificates bearing the same alphabetical (and, if applicable, alphanumeric) Class designation.\nEach designated Lower-Tier Regular Interest shall be a Class.\n\n“Class A Certificate”:\nAny Class A-1, Class A-2, Class A-3 and Class A-S Certificate.\n\n“Class A-1\nCertificate”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class A-1\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to 4.62700%.\n\n“Class A-2\nCertificate”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class A-2\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to 4.99700%.\n\n“Class A-3\nCertificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class A-3\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to 5.48600%.\n\n“Class A-S\nCertificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n-19-\n\n“Class A-S\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to the lesser of (i) 5.80200% and\n(ii) the Weighted Average Net Mortgage Rate for such Distribution Date.\n\n“Class B Certificate”:\nA Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing\na “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class B Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to the lesser of (i) 6.10000% and (ii) the Weighted\nAverage Net Mortgage Rate for such Distribution Date.\n\n“Class C Certificate”:\nA Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing\na “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.\n\n“Class C Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to the lesser of (i) 5.74600% and (ii) the Weighted\nAverage Net Mortgage Rate for such Distribution Date.\n\n“Class D Certificate”:\nA Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing\na “regular interest” in the Upper-Tier REMIC.\n\n“Class D Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to 4.50000%.\n\n“Class E Certificate”:\nA Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing\na “regular interest” in the Upper-Tier REMIC.\n\n“Class E Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to 4.50000%.\n\n“Class F Certificate”:\nA Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing\na “regular interest” in the Upper-Tier REMIC.\n\n“Class F Pass-Through\nRate”: With respect to any Distribution Date, a *per annum* rate equal to 4.50000%.\n\n“Class G-RR\nCertificate”: A Certificate designated as “Class G-RR” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC.\n\n“Class G-RR\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to the Weighted Average Net Mortgage\nRate for such Distribution Date.\n\n“Class H-RR\nCertificate”: A Certificate designated as “Class H-RR” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC.\n\n-20-\n\n“Class H-RR\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to the Weighted Average Net Mortgage\nRate for such Distribution Date.\n\n“Class J-RR\nCertificate”: A Certificate designated as “Class J-RR” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC.\n\n“Class J-RR\nPass-Through Rate”: With respect to any Distribution Date, a *per annum* rate equal to the Weighted Average Net Mortgage\nRate for such Distribution Date.\n\n“Class LA1\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LA2\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LA3\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LAS\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LB Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LC Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LD Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LE Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original\n\n-21-\n\nLower-Tier Principal Amount and *per\nannum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LF Uncertificated\nInterest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC\nand having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement hereto.\n\n“Class LGRR\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LHRR\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LJRR\nUncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier\nREMIC and having the Original Lower-Tier Principal Amount and *per annum* rate of interest set forth in the Preliminary Statement\nhereto.\n\n“Class LR Interest”:\nThe uncertificated residual interest in the Lower-Tier REMIC represented by the Class R Certificates.\n\n“Class R Certificate”:\nA Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2 hereto, and evidencing\nthe sole class of “residual interests” in each Trust REMIC.\n\n“Class UR Interest”:\nThe uncertificated residual interest in the Upper-Tier REMIC represented by the Class R Certificates.\n\n“Class X Certificates”:\nThe Class X-A, Class X-B, Class X-D, Class X-E or Class X-F Certificates, as the context may require.\n\n“Class X-A\nCertificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC.\n\n“Class X-A\nNotional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1, Class A-2\nand Class A-3 Certificates.\n\n“Class X-A\nPass-Through Rate”: With respect to Distribution Date, the excess, if any, of (a) the Weighted Average Net Mortgage\nRate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates of the Class A Certificates\n(other than the Class A-S Certificates) for such Distribution Date, weighted on the basis of their respective Certificate Balances\nor Notional Amounts immediately prior to the Distribution Date. The Pass-Through Rate\n\n-22-\n\napplicable to the Class X-A Certificates\nfor the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.\n\n“Class X-B\nCertificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC.\n\n“Class X-B\nNotional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-S, Class B\nand Class C Certificates.\n\n“Class X-B\nPass-Through Rate”: With respect to any Distribution Date, the excess, if any, of (a) the Weighted Average Net Mortgage\nRate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates of the Class A-S, Class B\nand Class C Certificates for such Distribution Date, weighted on the basis of their respective aggregate Certificate Balances immediately\nprior to the Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates for the initial Distribution\nDate shall be the rate set forth in the Preliminary Statement hereto.\n\n“Class X-D\nCertificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC.\n\n“Class X-D\nNotional Amount”: As of any date of determination, the Certificate Balance of the Class D Certificates.\n\n“Class X-D\nPass-Through Rate”: With respect to any Distribution Date, the excess, if any of (a) the Weighted Average Net Mortgage\nRate for the related Distribution Date, over (b) the Pass-Through Rate of the Class D Certificates for such Distribution\nDate. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate\nset forth in the Preliminary Statement hereto.\n\n“Class X-E\nCertificate”: A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC.\n\n“Class X-E\nNotional Amount”: As of any date of determination, the Certificate Balance of the Class E Certificates.\n\n“Class X-E\nPass-Through Rate”: With respect to any Distribution Date, the excess, if any of (a) the Weighted Average Net Mortgage\nRate for the related Distribution Date, over (b) the Pass-Through Rate of the Class E Certificates for such Distribution\nDate. The Pass-Through Rate applicable to the Class X-E Certificates for the initial Distribution Date shall be the rate\nset forth in the Preliminary Statement hereto.\n\n“Class X-F\nCertificate”: A Certificate designated as “Class X-F” on the face thereof, in the form of Exhibit A-1\nhereto, and evidencing a “regular interest” in the Upper-Tier REMIC.\n\n-23-\n\n“Class X-F\nNotional Amount”: As of any date of determination, the Certificate Balance of the Class F Certificates.\n\n“Class X-F\nPass-Through Rate”: With respect to any Distribution Date, the excess, if any of (a) the Weighted Average Net Mortgage\nRate for the related Distribution Date, over (b) the Pass-Through Rate of the Class F Certificates for such Distribution\nDate. The Pass-Through Rate applicable to the Class X-F Certificates for the initial Distribution Date shall be the rate\nset forth in the Preliminary Statement hereto.\n\n“Clearing Agency”:\nAn organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency\nshall be DTC.\n\n“Clearstream”:\nClearstream Banking, Luxembourg or any successor thereto.\n\n“Closing Date”:\nMay 28, 2026.\n\n“CMBS”:\nCommercial mortgage-backed securities.\n\n“Code”:\nThe Internal Revenue Code of 1986, as amended.\n\n“Collateral Deficiency\nAmount”: With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated by the Special\nServicer, equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior\nnote(s) and any *pari passu* notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent\nallocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties,\nplus (y) solely to the extent not reflected or taken into account in such Appraised Value (or in the calculation of any related Appraisal\nReduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination,\nany capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification\nrelated thereto) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided that\nin the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely\nto the extent relevant information is received by the Special Servicer from the Non-Serviced Special Servicer or Non-Serviced Master Servicer),\nplus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)\nand solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the\nlender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be\ndetermined separately from and exclude any related Appraisal Reduction Amounts. The Master Servicer, the Operating Advisor and the Certificate\nAdministrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency\nAmount.\n\nWith respect to any Collateral\nDeficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a),\nthe Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined on an “as-is”\nbasis.\n\n-24-\n\n“Collection Account”:\nA segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf\nof the Trustee for the benefit of the Certificateholders, which, with respect to the Master Servicer, shall be entitled “Trimont\nLLC, as Master Servicer, on behalf of Deutsche Bank National Trust Company, as Trustee, for the benefit of the registered holders of Wells\nFargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, Collection Account”.\nAny such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that\neach Serviced Companion Loan is subordinate or *pari passu*, as applicable, to the related Serviced Mortgage Loan to the extent set\nforth in the related Intercreditor Agreement, the subaccount or ledger described in the second paragraph of Section 3.04(b)\nthat is part of the Collection Account shall be for the benefit of the Serviced Companion Noteholders, to the extent funds on deposit\nin such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust or any Trust REMIC.\n\n“Collection Period”:\nWith respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the day immediately succeeding\nthe Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in which that Distribution Date occurs\nor the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month and ending\non and including the Due Date for such Mortgage Loan or Companion Loan occurring in the month in which that Distribution Date occurs.\nNotwithstanding the foregoing, in the event that the last day of a Collection Period is not a Business Day, any Periodic Payments received\nwith respect to the Mortgage Loans or Companion Loan relating to such Collection Period on the Business Day immediately following such\nday shall be deemed to have been received during such Collection Period and not during any other Collection Period.\n\n“Commission”:\nThe Securities and Exchange Commission.\n\n“Companion Distribution\nAccount”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent\npursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled “Trimont\nLLC, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Serviced Companion Loans, relating to the\nWells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, Companion Distribution\nAccount”. The Companion Distribution Account shall not be an asset of the Trust or any Trust REMIC, but instead shall be held by\nthe Companion Paying Agent on behalf of the Serviced Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding\nthe foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the\nsubaccount or ledger account referenced in the second paragraph of Section 3.04(b).\n\n“Companion Holders”:\nEach of the holders of record of any Companion Loan.\n\n“Companion Loan(s)”:\nWith respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured by the same Mortgage(s) encumbering\nthe same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With respect to each Whole Loan, the Pari Passu\nCompanion Loan(s) and the AB Subordinate Companion\n\n-25-\n\nLoan(s) (if any) are evidenced by the promissory\nnotes opposite such Whole Loan, set forth in the chart entitled “Whole Loans” in the Preliminary Statement, as such promissory\nnotes may be further divided.\n\n“Companion Loan\nRating Agency”: Any NRSRO rating any class of Serviced Pari Passu Companion Loan Securities.\n\n“Companion Paying\nAgent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent appointed\npursuant to Section 3.27.\n\n“Compensating Interest\nPayments”: With respect to the Master Servicer, an aggregate amount as of any Distribution Date equal to the lesser of (i) the\naggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of\nthe Mortgage Loans (other than Non–Serviced Mortgage Loans) for which the Master Servicer is acting as Master Servicer and any related\nServiced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any Mortgage Loan or related Serviced Pari\nPassu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related\nDistribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution\nDate that is, in the case of each Mortgage Loan (other than a Non–Serviced Mortgage Loan), Serviced Pari Passu Companion Loan and\nREO Loan for which the Master Servicer is acting as Master Servicer for which Servicing Fees are being paid to the Master Servicer in\nsuch Collection Period, calculated at a rate of 0.000625% *per annum*, (B) all Prepayment Interest Excesses received by the\nMaster Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and,\nso long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan) for which the Master Servicer\nis acting as Master Servicer subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment\nearnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with\nrespect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) for which the Master Servicer is acting as Master Servicer\nor any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders\nto the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect\nto a Mortgage Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”)\nfrom the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage\nLoan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan,\n(X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept\nsuch Principal Prepayment in accordance with the Servicing Standard, (Y)(i) at the request or with the consent of the Special Servicer,\nor (ii) so long as no Control Termination Event has occurred and is continuing, and other than with respect to an Excluded Loan,\nat the request or with the consent of the Directing Certificateholder or (Z) in connection with the payment of any Insurance and\nCondemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master\nServicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect\nto such Mortgage Loan, otherwise described in clause (i) above in\n\n-26-\n\nconnection with such Prohibited Prepayments.\nThe Master Servicer shall not be required to make any Compensating Interest Payment as a result of any prepayments on Mortgage Loans or\nCompanion Loans for which it does not act as Master Servicer or on any AB Subordinate Companion Loan.\n\nFor the avoidance of doubt,\nCompensating Interest Payments attributable to a Serviced Whole Loan shall be allocated among the related Mortgage Loan and the related\nServiced Pari Passu Companion Loan(s), *pro rata*, in accordance with their respective principal balances and the Master Servicer\nshall pay the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu Companion Loan(s) to the related\nNon-Serviced Master Servicer.\n\n“Component”:\nEach of the components of a Componentized Loan.\n\n“Componentized Loan”:\nAny Mortgage Loan that has been divided into more than one Component under the related loan agreement for purposes of calculating interest\nand other amounts payable under such Mortgage Loan. As of the Closing Date, there are no Componentized Loans in the Trust.\n\n“Consultation Termination\nEvent”: At any date at which no Class of Control Eligible Certificates exists where such Class’s then-outstanding\nCertificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application\nof any Cumulative Appraisal Reduction Amounts; provided, that no Consultation Termination Event may occur with respect to a Loan-Specific\nDirecting Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not\nbe applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further,\nthat a Consultation Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Principal Balance\nCertificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments\non the Mortgage Loans.\n\n“Consumer Price\nIndex for All Urban Consumers”: The “Consumer Price Index for All Urban Consumers” as published by the U.S. Department\nof Labor.\n\n“Control Eligible\nCertificates”: Any of the Class G-RR, Class H-RR or Class J-RR Certificates; provided that the Class G-RR, Class\nH-RR and Class J-RR Certificates shall only be Control Eligible Certificates for so long as the initial Directing Certificateholder, the\ninitial Special Servicer or any of their Affiliates is the holder by Certificate Balance of the majority of such Class of Certificates.\n\n“Control Termination\nEvent”: At any date at which no Class of Control Eligible Certificates exists where such Class’s then outstanding Certificate\nBalance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance\nof such Class in accordance with Section 4.05(a) hereof) is at least equal to 25% of the Original Certificate Balance of such\nClass; provided, that no Control Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related\nto a Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable to a Loan-Specific Directing\nCertificateholder related to such Servicing Shift Whole Loan; provided,\n\n-27-\n\nfurther, that a Control Termination\nEvent shall not be deemed continuing in the event that the Certificate Balances of the Principal Balance Certificates (other than the\nControl Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.\n\n“Controlling Class”:\nAs of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate\nBalance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a),\nat least equal to 25% of the Original Certificate Balance of that Class; provided, however, that if at any time the Certificate\nBalances of the Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero as a result of the\nallocation of principal payments on the Mortgage Loans, then the Controlling Class shall be the most subordinate class among the Control\nEligible Certificates that has a Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The\nControlling Class as of the Closing Date will be the Class J-RR Certificates.\n\n“Controlling Class\nCertificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined\nby the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the Master Servicer, the\nSpecial Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate\nAdministrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator\nshall promptly provide such list without charge to such Depositor, Trustee, Master Servicer, Operating Advisor or Special Servicer, as\napplicable. The Trustee, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on any such list\nso provided.\n\n“Conveyed Property”:\nAs defined in Section 2.01(a).\n\n“Corporate Trust\nOffice”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time\nits corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement\nis located (i) with respect to Certificate transfers and surrenders, at Computershare Trust Company, National Association, 1505 Energy\nPark Drive, St. Paul, Minnesota 55108, Attention: Certificate Transfer Services WFCM 2026-5C9; (ii) with respect to the Trustee,\nat Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration—WFCM\n2026-5C9; and (iii) for all other purposes, to the Certificate Administrator at, Computershare Trust Company, National Association,\n9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), WFCM 2026-5C9.\n\n“Corrected Loan”:\nAny Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments (for such purposes\ntaking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable, whether by a consensual\nmodification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and (provided that\nno other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan during such preceding three (3) months,\nno additional event of default is foreseeable in the reasonable judgment of the\n\n-28-\n\nSpecial Servicer and no other event or circumstance\nexists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute a Specially Serviced Loan) the servicing\nof which the Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a).\n\n“Credit Risk Retention\nAgreement”: The Credit Risk Retention Agreement, dated and effective as of May 8, 2026, among the Sponsors, RREF V–D AIV\nRR L, LLC, a Delaware limited liability company, RREF V-D AIV RR A WFCM 2026-5C9, LLC, a Delaware limited liability company, and the Depositor.\n\n“CREFC®”:\nThe Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate Administrator,\nthe Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.\n\n“CREFC®\nAdvance Recovery Report”: The monthly report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website,\nor such other form for the presentation of such information and containing such additional information as may from time to time be approved\nby the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nAppraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Appraisal Reduction Template” available as of the Closing Date on the CREFC® Website, or such\nother form for the presentation of such information and containing such additional information as may from time to time be approved by\nthe CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nBond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the form\nof and containing the information called for therein, or such other form for the presentation of such information as may be approved from\ntime to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nCollateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially\nin the form of and containing the information called for therein, or such other form for the presentation of such information as may be\napproved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nComparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially\nin the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such\ninformation as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nDelinquent Loan Status Report”: The monthly report in the “Delinquent Loan Status Report” format substantially in\nthe form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such\ninformation as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n-29-\n\n“CREFC®\nFinancial File”: The data file in the “CREFC® Financial File” format substantially in the form of\nand containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information\nas may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nHistorical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the\ninformation called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template”\navailable and effective from time to time on the CREFC® Website.\n\n“CREFC®\nHistorical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for in,\nthe downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on the CREFC®\nWebsite.\n\n“CREFC®\nHistorical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan\nModification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the information\ncalled for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to\ntime by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nIntellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of an REO\nLoan related to any Companion Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the\nCREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO Loan\nas of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed\nfor the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related\nMortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®\nIntellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC.\n\n“CREFC®\nIntellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan (but excluding any related\nCompanion Loan), a rate equal to 0.00050% *per annum*.\n\n“CREFC®\nInterest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for\nin, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to time on\nthe CREFC® Website.\n\n“CREFC®\nInvestor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the “CREFC®\nInvestor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting Package contains eight (8) electronic\nfiles ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update File, (3) CREFC®\nProperty File, (4) CREFC® Bond Level File, (5) CREFC® Collateral Summary File, (6) CREFC®\nFinancial File, (7) CREFC® Special Servicer Loan File and (8) CREFC® Schedule AL File (with respect\nto the Master\n\n-30-\n\nServicer)) and eleven (11) surveillance\nreports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC®\nREO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan\nModification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC®\nServicer Remittance to Certificate Administrator, (8) CREFC® Significant Insurance Event Report, (9) CREFC®\nNOI Adjustment Worksheet, (10) CREFC® Loan Level Reserve/LOC Report and (11) with respect to Mortgage Loans that\nhave a Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting\nPackage shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package\nshall include the following nine (9) templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC®\nServicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical\nBond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®\nInterest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan\nLiquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall\nbe substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC®\nIRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information\nand containing such additional information or reports as may from time to time be approved by the CREFC® for CMBS transactions\ngenerally. For the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer\nor the Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master\nServicer or the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error,\non information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced\nby the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case of\nsuch a report produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).\n\n“CREFC®\nLicense Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing Date,\nrelating to the use of the CREFC® trademarks and trade names.\n\n“CREFC®\nLoan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report”\nformat substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the\npresentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC®\nLoan Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Loan Liquidation Report” available and effective from time to time on the CREFC® Website, or such\nother form for the presentation of such information and containing such additional information as may from time to time be recommended\nby the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nLoan Modification Report”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Loan Modification Report” available and effective from time to time on the CREFC® Website, or\nsuch other form for the\n\n-31-\n\npresentation of such information and containing\nsuch additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions\ngenerally.\n\n“CREFC®\nLoan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format substantially\nin the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such\ninformation as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nLoan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the form\nof and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information\nas may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nNOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form of and\ncontaining the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may\nbe approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nOperating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format substantially\nin the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such\ninformation as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nProperty File”: The data file in the “CREFC® Property File” format substantially in the form of and\ncontaining the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may\nbe approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nReconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC®\nWebsite, or such other form for the presentation of such information and containing such additional information as may from time to time\nbe recommended by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nREO Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “REO Liquidation Report” available and effective from time to time on the CREFC® Website, or such\nother form for the presentation of such information and containing such additional information as may from time to time be recommended\nby the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nREO Status Report”: The monthly report in the “REO Status Report” format substantially in the form of and containing\nthe information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved\nfrom time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n-32-\n\n“CREFC®\nSchedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing the\ninformation called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved\nfrom time to time by the CREFC® for commercial mortgage securities transactions generally; provided that the Depositor\nshall confirm in writing to the Master Servicer and the Certificate Administrator that any change to such “Schedule AL File”\nformat complies with all requirements of Item 1125 of Regulation AB.\n\n“CREFC®\nServicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC® Website.\n\n“CREFC®\nServicer Remittance to Certificate Administrator”: A report substantially in the form of, and containing the information called\nfor in, the downloadable form of the “Servicer Remittance to Certificate Administrator” available and effective from time\nto time on the CREFC® Website.\n\n“CREFC®\nServicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced\nLoan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®\nin the “CREFC® Servicer Watch List” format substantially in the form of and containing the information called\nfor therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for the presentation of such information\nas may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nSignificant Insurance Event Report”: A report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Significant Insurance Event Report” available and effective from time to time on the CREFC®\nWebsite.\n\n“CREFC®\nSpecial Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format substantially\nin the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such\ninformation as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nTotal Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Total Loan Report” available as of the Closing Date on the CREFC® Website, or in such other form\nfor the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC®\nfor CMBS transactions and is reasonably acceptable to the Master Servicer.\n\n“CREFC®\nWebsite”: The CREFC® Website located at “www.crefc.org” or such other primary website as the CREFC®\nmay establish for dissemination of its report forms.\n\n“Cross-Over\nDate”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been reduced\nto zero as a result of the allocation of Realized Losses to such Certificates.\n\n-33-\n\n“Crossed Mortgage\nLoan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage loan, the underlying\ngroup of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two (2) or more individual\nmortgage loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted\nmortgage loans. There is no Crossed Mortgage Loan Group related to the Trust.\n\n“Crossed Underlying\nLoan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and cross-defaulted\nwith one or more other mortgage loans within such Crossed Mortgage Loan Group. There is no Crossed Underlying Loan related to the Trust.\n\n“Crossed Underlying\nLoan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed\nUnderlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected\nby such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and the other Crossed Underlying\nLoan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining Crossed Underlying Loans”) (i) the\ndebt service coverage ratio for all the remaining Crossed Underlying Loans for the four (4) most recently reported calendar quarters preceding\nthe repurchase or substitution shall not be less than the least of (a) 0.10x below the debt service coverage ratio for the Crossed\nMortgage Loan Group (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus, (b) the debt\nservice coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) for the four (4) preceding\ncalendar quarters preceding the repurchase or replacement and (c) 1.25x, (ii) the loan-to-value ratio for all the remaining\nCrossed Underlying Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer\nat the expense of the related Mortgage Loan Seller shall not be greater than the greatest of (a) the loan-to-value ratio,\nexpressed as a whole number percentage (taken to one (1) decimal place), for the entire Crossed Mortgage Loan Group, (including the affected\nCrossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus *plus* 10%, (b) the loan-to-value ratio, expressed\nas a whole number percentage (taken to one (1) decimal place), for the entire such Crossed Mortgage Loan Group, including the affected\nCrossed Underlying Loan(s) at the time of repurchase or substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at\nits expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating\nto the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage\nLoan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining\nrelated Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against\nthe Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement\nrights against the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded\nLoan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) unless a Control Termination\nEvent has occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected\nCrossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.\n\n-34-\n\n“Cumulative Appraisal\nReduction Amount”: As of any date of determination, the sum of (i) all Appraisal Reduction Amounts then in effect, and\n(ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Master Servicer and the Certificate\nAdministrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Cumulative Appraisal\nReduction Amount with respect to a Serviced Mortgage Loan. With respect to a Non-Serviced Mortgage Loan, the Special Servicer, the\nMaster Servicer and the Certificate Administrator shall be entitled to conclusively rely on the calculation or determination of any Appraisal\nReduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan performed by the applicable servicer responsible therefore\npursuant to the related Non-Serviced PSA.\n\n“Cure/Contest Period”:\nAs defined in Section 12.01(b)(vii).\n\n“Custodial Exception\nReport”: As defined in Section 2.02(b).\n\n“Custodian”:\nA Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,\nwhich Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator\nshall be the initial Custodian. Computershare Trust Company, National Association will perform its duties as Custodian hereunder through\nits Document Custody division (including, as applicable, any agents or affiliates utilized thereby).\n\n“Cut-off Date”:\nWith respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in May 2026, or with respect to any Mortgage Loan that\nhas its first Due Date after May 2026, the date that would have otherwise been the related Due Date in May 2026.\n\n“Cut-off Date\nBalance”: With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan, as of the Cut-off\nDate, after application of all payments of principal due on or before such date, whether or not received.\n\n“Default Interest”:\nWith respect to any Mortgage Loan or Companion Loan and any Collection Period, all interest accrued in respect of such Mortgage Loan or\nCompanion Loan during such Collection Period provided for in the related Mortgage Note or Mortgage as a result of a default (exclusive\nof late payment charges) that is in excess of interest at the related Mortgage Rate accrued on the unpaid principal balance of such Mortgage\nLoan or Companion Loan outstanding from time to time.\n\n“Defaulted Loan”:\nA Serviced Mortgage Loan or a Serviced Whole Loan that is a Specially Serviced Loan and (i) that is delinquent at least sixty (60)\ndays in respect of its Periodic Payments (other than a Balloon Payment) or delinquent in respect of its Balloon Payment, if any; provided\nthat in respect of a Balloon Payment, such period will be one hundred-twenty (120) days if the related Mortgagor has provided the\nMaster Servicer or Special Servicer, as applicable, with a written and fully executed (subject only to customary final closing conditions)\nrefinancing commitment (or if refinancing commitments are not then customarily issued by commercial mortgage lenders, such written, executed\nand binding alternative documentation as is customarily used by commercial real estate lenders for such purpose) or purchase and sale\nagreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance to\n\n-35-\n\nthe Master Servicer and the Special Servicer,\nas applicable (and the Master Servicer or Special Servicer, as applicable, shall promptly forward such documentation to the Directing\nCertificateholder); and such delinquency is to be determined without giving effect to any Grace Period permitted by the related Mortgage\nor Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which\nthe Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related\nMortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.\n\n“Defeasance Accounts”:\nAs defined in Section 3.18(j).\n\n“Defect”:\nAs defined in Section 2.02(f).\n\n“Deficient Exchange\nAct Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained\nby it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered\npublic accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf\nof such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable\nreporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated\nthereunder.\n\n“Deficient Valuation”:\nWith respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the related\nMortgaged Property in an amount less than the then-outstanding principal balance of such Mortgage Loan or Serviced Whole Loan which\nvaluation results from a proceeding initiated under the Bankruptcy Code.\n\n“Definitive Certificate”:\nAny Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates and any Certificate\nissued pursuant to Section 5.02(c) and Section 5.02(d) shall be Definitive Certificates.\n\n“Delinquent Loan”:\nA Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment, if any, in either\ncase such delinquency to be determined without giving effect to any Grace Period.\n\n“Denomination”:\nWith respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face thereof,\n(b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate,\nthe interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of the Depository\nor related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or initial Notional Amount\nand (iii) in an authorized denomination, as set forth in Section 5.01(a).\n\n“Depositor”:\nWells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation, or its successor in interest.\n\n-36-\n\n“Depository”:\nDTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates\nthat are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”\nas defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant to\nthe provisions of Section 17A of the Exchange Act.\n\n“Depository Participant”:\nA broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry\ntransfers and pledges of securities deposited with the Depository.\n\n“Designated Intercreditor\nAgreement”: As defined in the definition of “Intercreditor Agreement”.\n\n“Designated Site”:\nThe website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.\n\n“Determination Date”:\nWith respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th) calendar day of that\nmonth is not a Business Day, then the next Business Day), commencing in June 2026.\n\n“Diligence File”:\nWith respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in electronic format:\n\n(a)              \nA copy of each of the following documents:\n\n(i)                                   the\nMortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee or in\nblank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost,\nan affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note\nand an indemnity properly assigned and endorsed to the Trustee);\n\n(ii)                                the\nMortgage, together with a copy of any intervening Assignments of Mortgage, in each case, with evidence of recording indicated thereon\nor certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);\n\n(iii)                             any\nrelated Assignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage), in each case,\nwith evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable\nMortgage Loan Seller);\n\n(iv)                            all\nmodification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or provisions\nof the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;\n\n-37-\n\n(v)                               the policy or certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan, or,\nif such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has\nbeen executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions\nexecuted by an authorized representative of the title company) to issue such title insurance policy;\n\n(vi)                            any\nUCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;\n\n(vii)                         any\nintercreditor agreement relating to permitted debt of the Mortgagor, including any intercreditor agreement relating to a Serviced Whole\nLoan and any related mezzanine intercreditor agreement;\n\n(viii)                      any\nloan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(ix)                              any\nground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(x)                                 any\nproperty management agreement relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(xi)                             any\nfranchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to\nany franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the\ntransfer of a Mortgage Loan or Serviced Whole Loan;\n\n(xii)                           any\nlock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(xiii)                        all\nrelated environmental reports; and\n\n(xiv)                       all\nrelated environmental insurance policies;\n\n(b)              \na copy of any engineering reports or property condition reports;\n\n(c)              \nother than with respect to a hospitality property (except with respect to tenanted commercial space within a hospitality property),\ncopies of a rent roll;\n\n(d)              \nfor any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance\nagreements delivered to the related Mortgage Loan Seller;\n\n(e)              \na copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller or an Affiliate\nthereof, and its counsel that are\n\n-38-\n\nprivileged communications or constitute\nlegal or other due diligence analyses), if any, delivered in connection with the closing of the related Mortgage Loan;\n\n(f)               \na copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance\npolicies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing of the related\nMortgage Loan;\n\n(g)              \na copy of the appraisal for the related Mortgaged Property or Mortgaged Properties;\n\n(h)              \nfor any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of the lease;\n\n(i)                \na copy of the applicable Mortgage Loan Seller’s asset summary;\n\n(j)                \na copy of all surveys for the related Mortgaged Property or Mortgaged Properties;\n\n(k)              \na copy of all zoning reports;\n\n(l)                \na copy of financial statements of the related Mortgagor;\n\n(m)            \na copy of operating statements for the related Mortgaged Property or Mortgaged Properties;\n\n(n)              \na copy of all UCC searches;\n\n(o)              \na copy of all litigation searches;\n\n(p)              \na copy of all bankruptcy searches;\n\n(q)              \na copy of any origination settlement statement;\n\n(r)               \na copy of the Insurance Summary Report;\n\n(s)               \na copy of the organizational documents of the related Mortgagor and any guarantor;\n\n(t)                \na copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date;\n\n(u)              \na copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;\n\n(v)              \na copy of any closure letter (environmental); and\n\n(w)            \na copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;\n\n-39-\n\nin each case, to the extent\nthat the related originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the\nitems identified above were not included in connection with the origination of such Mortgage Loan (other than documents that would not\nbe included in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage\nLoan of that structure or type), the Diligence File shall include a statement to that effect. No information that is proprietary to the\nrelated originator or Mortgage Loan Seller or any draft documents or privileged or internal communications shall constitute part of the\nDiligence File. It is generally not required to include any of the same items identified above again if such items have already been included\nunder another clause of the definition of Diligence File, and the Diligence File shall include a statement to that effect. The Mortgage\nLoan Seller may, without any obligation to do so, include such other documents as part of the Diligence File that such Mortgage Loan Seller\nbelieves should be included to enable the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided\nthat such documents are clearly labeled and identified.\n\n“Directing Certificateholder”:\n(A) With respect to a Servicing Shift Mortgage Loan, the Directing Certificateholder shall be the related Loan-Specific Directing\nCertificateholder, and (B) with respect to each Mortgage Loan (other than any Excluded Loan), the initial Directing Certificateholder\nshall be RREF V – D AIV RR L, LLC, a Delaware limited liability company. Thereafter, with respect to the Mortgage Loans described\nin clause (B) of the first sentence of this definition, the Directing Certificateholder shall be the Controlling Class Certificateholder\n(or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined\nby the Certificate Registrar) from time to time; provided, however, that (i) absent that selection, or (ii) until\na Directing Certificateholder is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders,\nby Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns\nthe largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder;\nprovided, however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate\nCertificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the\nterms of this Agreement. After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder,\nas described in clause (B) of the first sentence of this definition shall only retain its consultation rights to the extent\nspecifically provided for herein. After the occurrence of a Consultation Termination Event, there will be no Directing Certificateholder\nas described in clause (B) of the first sentence of this definition. The Depositor shall promptly provide the name and contact\ninformation for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting party may\nconclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto\nshall be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice\nof a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed\nby the Certificate Registrar), or the resignation of the then-current Directing Certificateholder. As used herein, the term “Directing\nCertificateholder,” unless used in relation to a Servicing Shift Mortgage Loan, means the entity determined pursuant to clause (B)\nof the first sentence of this definition.\n\n“Directing Certificateholder\nApproval Process”: As defined in Section 3.19(d).\n\n-40-\n\n“Directly Operate”:\nWith respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services\nto the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only”\nwithin the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding\nof such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted by the Trust or on\nbehalf of a Companion Holder or the performance of any construction work on the REO Property other than through an Independent Contractor;\nprovided, however, that an REO Property shall not be considered to be Directly Operated solely because the Trustee (or the\nSpecial Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and\ninsurance or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent\nwith Treasury Regulations Section 1.856-4(b)(5)(ii).\n\n“Disclosable Special\nServicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion\nLoan (including any related REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions,\nbrokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any\nof its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any manager, any guarantor or indemnitor\nin respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such Mortgage Loan or Serviced Companion Loan or REO\nProperty) in connection with the disposition, workout or foreclosure of any such Mortgage Loan or Serviced Companion Loan, the management\nor disposition of such REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing\nduties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which\nthe Special Servicer is entitled pursuant to Section 3.11 of this Agreement or any Non-Serviced PSA.\n\n“Disclosure Parties”:\nAs defined in Section 3.13(f).\n\n“Discount Rate”:\nAs defined in Section 4.01(e).\n\n“Dispute Resolution\nConsultation”: As defined in Section 2.03(l)(iii).\n\n“Dispute Resolution\nCut-off Date”: As defined in Section 2.03(l)(i).\n\n“Disqualified Non-U.S.\nTax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a Non-U.S.\nTax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United States and\nhas furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax Person\nthat has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect\nthat the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations promulgated\nthereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.\n\n-41-\n\n“Disqualified Organization”:\nAny of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality\nof any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except\nfor Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any\ninternational organization or any agency or instrumentality of any of the foregoing, (iii) any organization which is exempt from\nthe tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income)\non any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain\nfarmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described\nin Section 1381(a)(2)(C) of the Code, and (v) any other Person so designated by the Trustee or the Certificate Administrator\nbased upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate\nAdministrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to\nfail to qualify as a REMIC at any time that any Certificate is outstanding or any Person having an Ownership Interest in any Class of\nCertificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed\nbut for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”\nand “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.\n\n“Distribution Accounts”:\nCollectively, the Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account (and in each case any subaccount\nthereof), all of which may be subaccounts of a single Eligible Account.\n\n“Distribution Date”:\nThe fourth (4th) Business Day following each Determination Date, beginning in June 2026. The initial Distribution Date shall be June 17,\n2026.\n\n“Distribution Date\nStatement”: As defined in Section 4.02(a).\n\n“Do Not Hire List”:\nThe list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator,\nthe Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties identified by the Depositor as having\nfailed to comply (after any applicable cure period) with their respective obligations under Article XI of this Agreement or\nas having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other securitization\ntransaction. For the avoidance of doubt, as of the Closing Date, no parties appear on the Do Not Hire List.\n\n“Dodd-Frank\nAct”: The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time.\n\n“DTC”:\nThe Depository Trust Company, a New York corporation.\n\n“Due Date”:\nWith respect to (i) any Mortgage Loan or Companion Loan, as applicable, on or prior to its Maturity Date, the day of the month set\nforth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due, (ii) any Mortgage Loan\n\n-42-\n\nor Companion Loan, as applicable, after the\nMaturity Date therefor, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on such Mortgage Loan\nor Companion Loan, as applicable, had been scheduled to be first due, and (iii) any REO Loan, the day of the month set forth in the\nrelated Mortgage Note on which each Periodic Payment on the related Mortgage Loan or Companion Loan, as applicable, had been scheduled\nto be first due.\n\n“EDGAR”:\nAs defined in Section 11.03.\n\n“EDGAR-Compatible\nFormat”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®\nSchedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the Depositor, Certificate\nAdministrator and the Master Servicer and (b) any report, file or document other than those listed in clause (a) above,\nany format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.\n\n“Eligible Account”:\nAny of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or\ntrust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured\ndebt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account\nfor thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than\n“P-1” from Moody’s, if the deposits are to be held in such account for less than thirty (30) days and (B) the long-term\nunsecured debt obligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits\nare to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term\nrating of not less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for\nless than thirty (30) days; (ii) a segregated account or accounts maintained with Wells Fargo Bank, National Association or PNC Bank,\nNational Association so long as Wells Fargo Bank, National Association or PNC Bank, National Association’s, as applicable, long-term\nunsecured debt rating shall be at least “A2” from Moody’s and “A” from Fitch (to the extent rated by Fitch)\n(if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association or PNC Bank,\nNational Association’s, as applicable, short-term deposit or short-term unsecured debt rating shall be at least “P-1”\nfrom Moody’s and “F1” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty\n(30) days or less); (iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set\nforth in the applicable clause, would be listed in clauses (i) - (ii) above, with respect to which (A) a Rating\nAgency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not\nsatisfied with respect to such account, and (B) if such other account is rated below an investment grade rating or investment grade credit\nassessment by Moody’s or Fitch, a Rating Agency Confirmation has been obtained from KBRA, which account may be an account maintained\nby or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (iv) any other account or accounts\nnot listed in clauses (i)-(ii) above with respect to which a Rating Agency Confirmation has been obtained from\neach and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal\nor qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency\nconfirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect\nto the\n\n-43-\n\nCertificates pursuant to Section 3.25),\nwhich account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer;\nor (v) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository\ninstitution or trust company that has a combined capital and surplus of at least $50,000,000 and has (A) a long-term unsecured debt\nrating of at least “A2” by Moody’s and “A” by Fitch (to the extent rated by Fitch), if the deposits are\nto be held in such account for thirty (30) days or more, and (B) a short-term unsecured debt rating of at least “P-1”\nfrom Moody’s and not less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such\naccount for less than thirty (30) days and that, in each such case, has corporate trust powers, acting in its fiduciary capacity, provided\nthat any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar\nto 12 C.F.R. § 9.10(b); provided, however, that accounts established by Computershare Trust Company, National Association in\nits capacity as Certificate Administrator, shall be deemed to be Eligible Accounts provided that amounts credited to such segregated accounts\nare deposited with and held by an institution that meets the foregoing ratings. Eligible Accounts may bear interest. No Eligible Account\nshall be evidenced by a certificate of deposit, passbook or other similar instrument. If the holding institution for an account ceases\nto meet the requirements of this definition for an “Eligible Account”, then the party responsible for administering such account\nhereunder shall move such account to a holding institution meeting such requirements within thirty (30) days.\n\n“Eligible Asset\nRepresentations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer\non a transaction rated by any of Moody’s, Fitch, Morningstar DBRS, KBRA or S&P and that has not been a special servicer, operating\nadvisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, Morningstar DBRS, KBRA and S&P has\nqualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing\nor other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as applicable, as the sole\nor material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d),\n(c) is not (and is neither affiliated nor Risk Retention Affiliated with) any Sponsor, any Mortgage Loan Seller, any originator,\nthe Master Servicer, the Special Servicer, the Successor Third-Party Purchaser (if any), the Depositor, the Certificate Administrator,\nthe Trustee, the Directing Certificateholder, the Risk Retention Consultation Party or any of their respective Affiliates or Risk Retention\nAffiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage,\nborrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or\non behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, Successor Third-Party Purchaser, any party to this Agreement, the\nDirecting Certificateholder, the Risk Retention Consultation Party or any of their respective Affiliates, or have been paid any fees,\ncompensation or other remuneration by any of them in connection with any such services, and (e) does not directly or indirectly,\nthrough one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities\nbacked by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates,\nother than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).\n\n“Eligible Operating\nAdvisor”: An entity (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating Agencies\n(including, in the case of the\n\n-44-\n\nOperating Advisor, this transaction) but has\nnot been a special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its\nrating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the Operating\nAdvisor in its capacity as the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action;\n(b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of\nthis Agreement; (c) that is not (and is neither affiliated nor Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate\nAdministrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, a Borrower Party, the Directing Certificateholder, the\nRetaining Party, a Successor Third-Party Purchaser, the Risk Retention Consultation Party or a depositor, a trustee, a certificate\nadministrator, any master servicer or any special servicer with respect to the securitization of a Companion Loan, or any of their respective\nAffiliates or Risk Retention Affiliates; (d) that has not been paid by the Special Servicer or successor special servicer any fees,\ncompensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation\nfor replacement of a successor special servicer to become a special servicer under this Agreement; (e) that (i) has been regularly\nengaged in the business of analyzing and advising clients in CMBS matters and has at least five (5) years of experience in collateral\nanalysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management\nand experience in the workout and management of distressed commercial real estate assets; and (f) that does not directly or indirectly,\nthrough one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage Loan, any\nCompanion Loan or securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to\nwhich this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent\nit also acts as the Asset Representations Reviewer).\n\n“Enforcing Party”:\nThe person obligated to or that elects pursuant to Section 2.03 to enforce the rights of the Trust against the related Mortgage\nLoan Seller with respect to the Repurchase Request.\n\n“Enforcing Servicer”:\nThe Special Servicer.\n\n“Environmental Assessment”:\nAn “environmental site assessment” as such term is defined in, and meeting the criteria of, the American Society of Testing\nMaterials Standard Section E 1527-00, or any successor thereto.\n\n“Environmental Indemnity\nAgreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof) and the originator\nof such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems\nrelating to the related Mortgaged Property.\n\n“ERISA”:\nThe Employee Retirement Income Security Act of 1974, as amended.\n\n“ERISA Plan”:\nAs defined in Section 5.03(t).\n\n“ERISA Restricted\nCertificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of Prohibited Transaction\nExemption 96-22, Prohibited\n\n-45-\n\nTransaction Exemption 2002-19, Prohibited Transaction\nExemption 91-23, Prohibited Transaction Exemption 89-88 and Prohibited Transaction Exemption 91-22 (as each such exemption may be amended\nfrom time to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class F, Class\nG-RR, Class J-RR and Class H-RR Certificates is an ERISA Restricted Certificate.\n\n“Escrow Payment”:\nAny payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the payment\nof real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the related Mortgaged Property,\nincluding amounts for deposit to any reserve account.\n\n“Euroclear”:\nThe Euroclear System or any successor thereto.\n\n“Excess Modification\nFee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular modification,\nwaiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to\nthe aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan\n(including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received\nand retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the prior twelve (12) months of such\nmodification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or\nLiquidation Fee.\n\n“Excess Modification\nFees”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, the sum of (A) the excess, if any, of (i) any\nand all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such Serviced Mortgage\nLoan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses (including, without limitation,\nreimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the Mortgagor but excluding Special\nServicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust with respect to the related\nMortgage Loan or Serviced Whole Loan, as applicable, and reimbursed from such Modification Fees and (B) expenses previously paid\nor reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the\nrelated Mortgagor or otherwise. With respect to the Master Servicer and Special Servicer, the Excess Modification Fees collected and earned\nby such Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned by such\nPerson from the related Mortgagor within the prior twelve (12) months of the collection of the current Excess Modification Fees) will\nbe subject to a cap of 1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on\nthe closing date of the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver\nor amendment) with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.\n\n“Excess Prepayment\nInterest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made on the\nMortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master Servicer’s\n\n-46-\n\nCompensating Interest Payment for the related\nDistribution Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent\nreceived from the related Non-Serviced Master Servicer.\n\n“Exchange Act”:\nThe Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the Commission thereunder.\n\n“Excluded Controlling\nClass Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any Controlling Class\nCertificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan. Promptly upon obtaining\nactual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming an “Excluded Controlling\nClass Holder”, such Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall provide notice in the\nform of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate\nAdministrator, which notice shall be physically delivered in accordance with Section 13.05 of this Agreement and shall specifically\nidentify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling\nClass Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit P-1F hereto,\nwhich notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice shall\ndirect the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s\nWebsite as and to the extent provided in this Agreement. As of the Closing Date, there are no Excluded Controlling Class Holders related\nto the Trust.\n\n“Excluded Controlling\nClass Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder\nor any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or Whole Loan is not an\nExcluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan. As of the Closing Date, there are no Excluded\nControlling Class Loans related to the Trust.\n\n“Excluded Information”:\nWith respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which shall\ninclude any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced\nLoans prepared by the Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered\nto the Certificate Administrator regarding a Special Servicer’s net present value determination or any Appraisal Reduction Amount\ncalculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered\nby the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be)\na Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special Servicer, the Master\nServicer or the Operating Advisor, as applicable, but in each case other than information with respect to such Excluded Controlling Class\nLoan that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained\nin the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer\nLoan File relating to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded\nInformation”. The Master Servicer, Special Servicer and the\n\n-47-\n\nOperating Advisor shall deliver any Excluded\nInformation to the Certificate Administrator in accordance with Section 3.33. For the avoidance of doubt, the Certificate\nAdministrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab on the\nCertificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided in Section 3.26.\n\n“Excluded Loan”:\nAny Mortgage Loan or Whole Loan if, as of any date of determination, the (a) Directing Certificateholder or (except for purposes of determining\nwhether a Servicing Shift Whole Loan is an Excluded Loan in respect of the related Loan-Specific Directing Certificateholder) the\nHolder of the majority of the Controlling Class is a Borrower Party or (b) the Risk Retention Consultation Party or the Holder of the\nmajority of the VRR Interest, any Mortgage Loan or Whole Loan if, as of any date of determination, the Risk Retention Consultation Party\nor the Holder of the majority of the VRR Interest is a Borrower Party. For the avoidance of doubt, any Excluded Loan as to either the\nDirecting Certificateholder or the Holder of the majority of the Controlling Class is also an Excluded Controlling Class Loan. As of the\nClosing Date, there are no Excluded Loans related to the Trust.\n\n“Excluded Special\nServicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower Party and\nsatisfies all of the eligibility requirements applicable to a Special Servicer set forth in Section 7.01(g). As of the Closing\nDate, there are no Excluded Special Servicers related to the Trust.\n\n“Excluded Special\nServicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded Special\nServicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries\nthereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded Special Servicer’s net\npresent value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),\nand any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special Servicer supporting any determination\nthat any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Special\nServicer Information by the applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor, as applicable, in each\ncase, other than information with respect to such Excluded Special Servicer Loan(s) that is aggregated with information with respect to\nthe other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor\nReporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded\nSpecial Servicer Loan) and any Schedule AL Additional File shall not be considered “Excluded Special Servicer Information”.\n\n“Excluded Special\nServicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the Special\nServicer obtains knowledge that it has become a Borrower Party. For the avoidance of doubt, there are no Excluded Special Servicer Loans\nrelated to the Trust as of the Closing Date.\n\n“Extended Cure Period”:\nAs defined in Section 2.03(b).\n\n“Fannie Mae”:\nFederal National Mortgage Association or any successor thereto.\n\n-48-\n\n“FDIC”:\nFederal Deposit Insurance Corporation or any successor thereto.\n\n“Final Asset Status\nReport”: With respect to any Specially Serviced Loan, the final iteration of the related Asset Status Report, together with\nsuch other data or supporting information provided by the Special Servicer to the Directing Certificateholder or the Risk Retention Consultation\nParty, which does not include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing\nCertificateholder or the Risk Retention Consultation Party with respect to such Specially Serviced Loan required to be delivered by the\nSpecial Servicer by the Initial Delivery Date and any Subsequent Asset Status Report, in each case, in the form fully approved or deemed\napproved, if applicable, by the Directing Certificateholder pursuant to the Directing Certificateholder Approval Process or following\ncompletion of the ASR Consultation Process, as applicable. For the avoidance of doubt, the Special Servicer may issue more than one Final\nAsset Status Report with respect to any Specially Serviced Loan in accordance with the procedures described above. The Operating Advisor\nis only required to review Final Asset Status Reports delivered to it by the Special Servicer. Each Final Asset Status Report shall be\nlabeled or otherwise communicated as being “final”.\n\n“Final Dispute Resolution\nElection Notice”: As defined in Section 2.03(l)(iii).\n\n“Final Recovery\nDetermination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder if\nrelated to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence and continuance of a Consultation Termination\nEvent, with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other\nthan a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to\nSection 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b),\nany Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, the Special Servicer,\nthe Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there\nhas been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that,\nin the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer to make\npayments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage Loans\nother than Excluded Loans with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior\nto the occurrence and continuance of any Control Termination Event, the Directing Certificateholder shall have ten (10) Business Days\nto review and approve each such recovery determination by the Special Servicer; provided, however, that if the Directing\nCertificateholder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery\ndetermination, such consent shall be deemed given.\n\n“Fitch”:\nFitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall\nbe deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor, notice of which designation\nshall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer,\nand specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.\n\n-49-\n\n“Form 8-K Disclosure\nInformation”: As defined in Section 11.07.\n\n“Form 15 Suspension\nNotification”: As defined in Section 11.08.\n\n“Freddie Mac”:\nFederal Home Loan Mortgage Corporation or any successor thereto.\n\n“Gain-on-Sale\nEntitlement Amount”: With respect to each Distribution Date, an amount equal to the aggregate amount of (i) the sum of\n(a) the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates that would remain unpaid as\nof the close of business on such Distribution Date and (b) the amount by which the Principal Distribution Amount exceeds the aggregate\namount that would actually be distributed on the related Distribution Date in respect of such Principal Distribution Amount, and (ii) any\nRealized Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution\nDate or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale\nRemittance Amount as part of the definition of Available Funds.\n\n“Gain-on-Sale\nProceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation\nProceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan\npursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which Liquidation\nProceeds were received. Gain-on-Sale Proceeds shall exclude any amounts allocated as a Yield Maintenance Charge, Prepayment Premium,\nrecovery of any late payment charges and default interest or recovery of any assumption fees and Modification Fees pursuant to Sections 3.02(a)\n– (c).\n\n“Gain-on-Sale\nRemittance Amount”: With respect to each Distribution Date, an amount equal to the lesser of (i) the amount on deposit\nin the Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.\n\n“Gain-on-Sale\nReserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the\nCertificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,\nwhich shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of\nDeutsche Bank National Trust Company, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9, Gain-on-Sale Reserve Account”. Any such account\nshall be an Eligible Account or a subaccount of an Eligible Account.\n\n“Grace Period”:\nThe number of days before a payment default is an event of default under the related Mortgage Loan.\n\n“Ground Lease”:\nThe ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property and any estoppels or other\nagreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.\n\n-50-\n\n“Hazardous Materials”:\nAny dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified pursuant\nto CERCLA or any other federal, state or local environmental related laws and regulations, and specifically including, without limitation,\nasbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde\nand any substances classified as being “in inventory,” “usable work in process” or similar classification which\nwould, if classified as unusable, be included in the foregoing definition.\n\n“HRR Interest”:\nThe Class G-RR, Class H-RR and Class J-RR Certificates (in each case, excluding the portion thereof that comprises a part of\nthe VRR Interest).\n\n“Impermissible Affiliate”:\nAs defined in Section 3.31.\n\n“Impermissible Asset\nRepresentations Reviewer Affiliate”: As defined in Section 3.31.\n\n“Impermissible Operating\nAdvisor Affiliate”: As defined in Section 3.31.\n\n“Impermissible TPP\nAffiliate”: As defined in Section 3.31.\n\n“Independent”:\nWhen used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the\nCommission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent\nof the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,\nthe Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together\nwith one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does\nnot have any material direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate\nAdministrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Risk Retention Consultation\nParty, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage\nLoans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee,\nthe Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Risk Retention\nConsultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or\nmore other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee,\npromoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person\nshall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer,\nthe Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof merely because\nsuch Person is the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the\nDepositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder,\nthe Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes\nless than 1% of the total assets of such Person. For the avoidance of doubt, the exception in the proviso above for\n\n-51-\n\nownership of 1% or less of any Class of Certificates\nshall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.\n\n“Independent Contractor”:\nEither (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section 856(d)(3)\nof the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section shall be considered\nto be met by any Person that does not own, directly or indirectly, 35% or more of any Class of Certificates, or such other interest in\nany Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,\nthe Master Servicer, any Companion Holder or the Trust, delivered to the Trustee, any Companion Holder, the Certificate Administrator,\nthe Master Servicer and the Special Servicer), so long as the Trust does not receive or derive any income from such Person and provided\nthat the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)\n(except that no Master Servicer or Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i)\nunless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other\nPerson (including the Master Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating\nAdvisor, the Master Servicer and the Special Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate\nAdministrator, the Master Servicer, the Special Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action\nin respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be\ntaken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the\nmeaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents\nfrom Real Property.\n\n“Initial Cure Period”:\nAs defined in Section 2.03(b).\n\n“Initial Delivery\nDate”: As defined in Section 3.19(d).\n\n“Initial Purchasers”:\nWells Fargo Securities, LLC, Goldman Sachs & Co. LLC, SG Americas Securities, LLC, J.P. Morgan Securities LLC, Barclays Capital Inc.,\nAcademy Securities, Inc., Drexel Hamilton, LLC, Natixis Securities Americas LLC and Siebert Williams Shank & Co., LLC.\n\n“Initial Requesting\nCertificateholder”: The first Certificateholder or Certificate Owner to deliver a Certificateholder Repurchase Request as described\nin Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial Requesting\nCertificateholder with respect to any Mortgage Loan.\n\n“Initial Schedule AL\nAdditional File”: The data file prepared by or on behalf of the Depositor containing additional information or schedules regarding\ndata points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103)\nof Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference\ninto the Prospectus.\n\n-52-\n\n“Initial Schedule\nAL File”: The data file(s) prepared by, or on behalf of, the Depositor containing the information required by Item 1111(h)(3)\nor Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102\nto the Form ABS-EE incorporated by reference into the Prospectus.\n\n“Initial Sub-Servicer”:\nWith respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date, the\nSub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is an\nInitial Sub-Servicer.\n\n“Initial Sub-Servicing\nAgreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.\n\n“Inquiry”\nand “Inquiries”: As each is defined in Section 4.07(a).\n\n“Institutional Accredited\nInvestor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs (1),\n(2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come within such\nparagraphs.\n\n“Insurance and Condemnation\nProceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation of a Mortgaged\nProperty, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released\nto the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard (and in the case of any Mortgage\nLoan with a related Companion Loan, to the extent any portion of such proceeds are received by the Master Servicer or Certificate Administrator\nin connection with such Mortgage Loan, pursuant to the allocations set forth in the related Intercreditor Agreement) and the REMIC Provisions.\n\n“Insurance Policy”:\nWith respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy that is\nmaintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.\n\n“Insurance Summary\nReport”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller or\na third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all insurance policies covering\nthe related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each such provider and the amount of coverage\nand any applicable deductible.\n\n“Intercreditor Agreement”:\n(a) Each intercreditor agreement relating to a Whole Loan described in the Preliminary Statement (each a “Designated Intercreditor\nAgreement”), (b) any intercreditor agreement, co-lender agreement or similar agreement entered into in connection with\nthe issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine\nindebtedness permitted under the related Mortgage Loan documents and (c) solely with respect to a Joint Mortgage Loan treated as\na Serviced Whole Loan in accordance with Section 3.30 hereof (to the extent there is no related Intercreditor Agreement governing\nthe relationship of the promissory notes comprising such Joint\n\n-53-\n\nMortgage Loan), the applicable Mortgage Loan\ndocuments together with the provisions of Section 3.30 hereof.\n\n“Interest Accrual\nAmount”: With respect to any Distribution Date and any Class of Regular Certificates, the amount of interest for the related\nInterest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance or Notional Amount,\nas applicable, for such Class of Certificates immediately prior to that Distribution Date. Calculations of interest for each Interest\nAccrual Period will be made on 30/360 basis.\n\n“Interest Accrual\nPeriod”: For each Distribution Date, the calendar month immediately preceding the month in which that Distribution Date occurs.\n\n“Interest Distribution\nAmount”: With respect to any Class of Regular Certificates for any Distribution Date, an amount equal to (A) the sum of\n(i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii) the Interest\nShortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Excess Prepayment Interest\nShortfall allocated to such Class of Certificates on such Distribution Date.\n\nFor purposes of clause (B)\nabove, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Regular Certificates\nin an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator\nof which is the Interest Accrual Amount for such Class for such Distribution Date and the denominator of which is the aggregate Interest\nAccrual Amounts for all Classes of Regular Certificates for such Distribution Date.\n\n“Interest Reserve\nAccount”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator\npursuant to Section 3.04(b) initially in the name of “Computershare Trust Company, National Association, as Certificate\nAdministrator, on behalf of Deutsche Bank National Trust Company, as Trustee, for the benefit of the registered holders of Wells Fargo\nCommercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, Interest Reserve Account”,\ninto which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount\nof an Eligible Account.\n\n“Interest Shortfall”:\nWith respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion of the Interest Distribution\nAmount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted\nby applicable law, (i) other than in the case of Class X Certificates, one month’s interest on that amount remaining unpaid\nat the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of the Class X\nCertificates, one-month’s interest on that amount remaining unpaid at the Weighted Average Net Mortgage Rate for such Distribution\nDate.\n\n“Interested Person”:\nAs of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, the Risk Retention Consultation Party, any Sponsor,\nany Borrower Party, any Independent Contractor engaged by a\n\n-54-\n\nSpecial Servicer, or any known Affiliate of\nany of the preceding entities. With respect to a Whole Loan, if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special\nServicer (or any Independent Contractor engaged by the Special Servicer), or the trustee for the securitization of a Companion Loan, and\neach related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such party\ndescribed above.\n\n“Investment Account”:\nAs defined in Section 3.06(a).\n\n“Investment Representation\nLetter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.\n\n“Investor-Based\nExemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”),\nPTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company\npooled separate accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions\neffected by “in-house asset managers”) or a similar exemption under Similar Law.\n\n“Investor Certification”:\nA certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B,\nExhibit P-1C or Exhibit P-1D to this Agreement or in the form of an electronic certification contained\non the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such Person\nexecuting the certificate is a Certificateholder or the Directing Certificateholder (to the extent such Person is not a Certificateholder),\nthe Risk Retention Consultation Party, a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder\n(or any investment advisor, manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk\nRetention Consultation Party or is a person who is not a Borrower Party, in which case such Person shall have access to all the reports\nand information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person\nis a Borrower Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder,\nsuch Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s\nWebsite hereunder other than any Excluded Information as set forth herein, or (2)  if such Person is the Risk Retention Consultation\nParty, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s\nWebsite under this Agreement or (3) if such Person is not the Directing Certificateholder or a Controlling Class Certificateholder or\nthe Risk Retention Consultation Party, such Person shall only receive access to the Distribution Date Statements to Certificateholders\nprepared by the Certificate Administrator, (iii) (other than with respect to a Companion Holder) that such Person has received a\ncopy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any\nsecurities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to reasonably\nrequest and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded\nControlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information\nis not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it\nconstituting Excluded Information) and (ii) shall be considered a Privileged Person for all other purposes, except with respect to\nits ability to obtain information with respect to any related Excluded Controlling Class Loan. The Certificate\n\n-55-\n\nAdministrator may require that Investor Certifications\nbe re-submitted from time to time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s\nWebsite to any mezzanine lender upon notice from any party to this Agreement that such mezzanine lender has become an Accelerated Mezzanine\nLoan Lender.\n\n“Investor Q&A\nForum”: As defined in Section 4.07(a).\n\n“Investor Registry”:\nAs defined in Section 4.07(b).\n\n“IRS”:\nThe United States Internal Revenue Service.\n\n“Joint Mortgage\nLoan”: Any Mortgage Loan for which one or more promissory notes will be contributed to this securitization by more than one\nMortgage Loan Seller. As of the Closing Date, the Mall at Prince George’s Mortgage Loan is the only Joint Mortgage Loan related\nto the Trust.\n\n“KBRA”:\nKroll Bond Rating Agency, LLC, and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”\nshall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor, notice of which designation\nshall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer\nand specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.\n\n“Late Collections”:\nWith respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination Date,\nwhether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections\nof principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration\nof amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination Date and not previously\nrecovered. With respect to any REO Loan, all amounts received in connection with the related REO Property prior to the related Determination\nDate, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late collections\nof principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan, Whole Loan or Companion Loan,\nas applicable (without regard to any acceleration of amounts due under the predecessor Mortgage Loan, Whole Loan or Companion Loan, as\napplicable, by reason of default), on a Due Date prior to the immediately preceding Determination Date and not previously recovered. The\nterm “Late Collections” shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement,\nLate Collections shall refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion\nLoan, as applicable, pursuant to the terms of the related Intercreditor Agreement.\n\n“Legal Fee Reserve\nAccount”: The account created and maintained by the Certificate Administrator pursuant to Section 3.04(b), in the name\nof the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.04(b) shall be deposited directly\nand which must be an Eligible Account.\n\n-56-\n\n“Liquidation Event”:\nWith respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the following events: (i) such\nMortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan; (iii) such Mortgage\nLoan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 5 of the related Mortgage Loan Purchase Agreement;\n(iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine lender (as applicable)\npursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan is purchased\nby the Special Servicer, the Master Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates\npursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates pursuant to Section 9.01;\nor (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.\n\n“Liquidation Expenses”:\nAll customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special Servicer in connection\nwith a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced Mortgaged Property) pursuant\nto Section 3.16 (including, without limitation, legal fees and expenses, committee or referee fees and, if applicable, brokerage\ncommissions and conveyance taxes).\n\n“Liquidation Fee”:\nA fee payable to (A) the Master Servicer with respect to each Serviced Mortgage Loan and each related Serviced Companion Loan with\nrespect to which the Master Servicer is acting as Enforcing Servicer and obtains Liquidation Proceeds described in clauses (iv)\nor (vii) of the definition thereof and (B) the Special Servicer with respect to (x) each Non-Specially Serviced Loan\nand each related Companion Loan with respect to which the Special Servicer acts as Enforcing Servicer, (y) each Specially Serviced\nLoan and (z) REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer obtains\n(i) a full, partial or discounted payoff from the related Mortgagor, (ii) any Liquidation Proceeds or Insurance and Condemnation\nProceeds (including with respect to the related Companion Loan(s), if applicable) or (iii) Loss of Value Payments paid by a Mortgage\nLoan Seller (except if such Mortgage Loan Seller makes such Loss of Value Payment in connection with a breach or document defect within\nthe 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period), or REO Property (in any\ncase, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate\nand the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation\nProceeds or Loss of Value Payments (net of the related costs and expenses associated with the related liquidation) related to such liquidated\nMortgage Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee shall be payable with respect\nto (a) the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser\nis the Directing Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination Event,\nif the Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special\nServicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced\nLoan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder\nor its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or\nany substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended Cure\nPeriod, (c) any event described\n\n-57-\n\nin clauses (v), (vi) and\n(vii) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi)\nof the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option\nfirst becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor\nAgreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable\nMortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an\nOther Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase or such repurchase occurs\nprior to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by\nany applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other\nSecuritization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing\nTransfer Event described in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation\nProceeds are received within one hundred twenty (120) days following the related Maturity Date as a result of such Mortgage Loan or Serviced\nWhole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application\nof any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar\nfees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided that\nthe Liquidation Fee with respect to any Mortgage Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf\nof the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property and\nreceived by the Special Servicer or Master Servicer, as compensation within the prior twelve (12) months, but only to the extent those\nfees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection with a\nLoss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within ninety\n(90) days of receipt of notice of a breach (and giving effect to an extension period of ninety (90) days).\n\n“Liquidation Fee\nRate”: A rate equal to 1.00% (or, with respect to the Mall at Prince George’s Mortgage Loan, 0.50%) (and each related\nServiced Companion Loan) and REO Property; provided that if such rate would result in an aggregate Liquidation Fee less than $25,000,\nthen the Liquidation Fee Rate will be equal to the lesser of (i) 3.00% and (ii) such rate as would result in an aggregate Liquidation\nFee equal to $25,000.\n\n“Liquidation Proceeds”:\nCash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation (including\na payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted Companion Loan,\nif applicable, through a trustee’s sale, foreclosure sale (including through judicial foreclosure), REO Disposition or otherwise,\nexclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and\nconditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;\n(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant\nto Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 5\nof the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property by the Holder of the\nmajority of the Controlling Class, the Special Servicer, the Master\n\n-58-\n\nServicer or the Holders of the Class R\nCertificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable\nSubordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor\nAgreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance\nwith Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation\nFee (if any) payable to the Master Servicer or Special Servicer, in connection with such Loss of Value Payment, the full amount of such\nLoss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable\nas of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole Loan, as used in\nthis Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage\nLoan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.\n\n“Loan-Specific\nDirecting Certificateholder”: With respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing\nCertificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under\nthe related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, a Loan-Specific Directing Certificateholder\nwith respect to the related Servicing Shift Whole Loan will be the holder of the related “Control Note” or similarly defined\nterm as identified in the related Intercreditor Agreement. On and after the applicable Servicing Shift Securitization Date, there will\nbe no Loan-Specific Directing Certificateholder under this Agreement with respect to the related Servicing Shift Whole Loan. For the\navoidance of doubt, there is no Loan-Specific Directing Certificateholder related to the Trust.\n\n“Loss of Value Payment”:\nAs defined in Section 2.03(b) of this Agreement.\n\n“Loss of Value Reserve\nFund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated\nas such pursuant to Section 3.04(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not\npart of any Trust REMIC.\n\n“Lower-Tier\nDistribution Amount”: As defined in Section 4.01(c).\n\n“Lower-Tier\nPrincipal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution\nDate, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,\nand (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the Class\nof Related Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii),\nand as set forth in Section 4.01(c)).\n\n“Lower-Tier\nRegular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LAS, Class LB, Class LC,\nClass LD, Class LE, Class LF, Class LGRR, Class LHRR, and Class LJRR Uncertificated Interests.\n\n-59-\n\n“Lower-Tier\nREMIC”: One of two (2) separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans and the proceeds\nthereof, any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage Loan), or the Trust’s\nbeneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts as shall from time to time be held\nin the Collection Account (other than with respect to any Companion Loan), the related portion of the REO Account, if any, the Interest\nReserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account, and all other properties included\nin the Trust Fund that are not in the Upper-Tier REMIC, except for the Loss of Value Reserve Fund.\n\n“Lower-Tier\nREMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate\nAdministrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially\nbe entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Deutsche Bank National\nTrust Company, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage\nPass-Through Certificates, Series 2026-5C9, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts\nshall be an Eligible Account.\n\n“LTV Ratio”:\nWith respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the\nscheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on such Mortgage Loan prior to\nthat date), and the denominator of which is the Appraised Value of the related Mortgaged Property.\n\n“MAI”:\nMember of the Appraisal Institute.\n\n“Major Decision”:\nAs defined in Section 6.08(a).\n\n“Major Decision\nReporting Package”: As defined in Section 6.08(a).\n\n“Majority-Owned\nAffiliate”: A “majority-owned affiliate” as defined in the Risk Retention Rules.\n\n“Master Servicer”:\nTrimont LLC, and its successors in interest and assigns, or any successor thereto (as Master Servicer) appointed as provided herein.\n\n“Master Servicer\nDecision”: As defined in Section 3.18(m).\n\n“Material Defect”:\nWith respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially and\nadversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee, any Certificateholder\ntherein or causes such Mortgage Loan to be other than a Qualified Mortgage.\n\n“Maturity Date”:\nWith respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment of\nprincipal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments\n\n-60-\n\nreceived prior to such date of determination,\nbut without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole Loan or Companion Loan by reason\nof default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.\n\n“Mediation Rules”:\nAs defined in Section 2.03(m)(i).\n\n“Mediation Services\nProvider”: As defined in Section 2.03(m)(i).\n\n“Merger Notice”:\nAs defined in Section 6.03(b).\n\n“Modification Fees”:\nWith respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and all fees with respect\nto a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan documents and/or\nrelated Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer,\nas applicable (other than all assumption fees, assumption application fees, consent fees, loan service transaction fees, defeasance fees,\nSpecial Servicing Fees, Liquidation Fees or Workout Fees).\n\n“Moody’s”:\nMoody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence,\n“Moody’s” shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor,\nnotice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder\nand the Special Servicer, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of\nthe party so designated.\n\n“Morningstar DBRS”:\nDBRS, Inc., and its successors in interest. If neither Morningstar DBRS nor any successor remains in existence, “Morningstar DBRS”\nshall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor, notice of which designation\nshall be given to the Trustee, the Certificate Administrator, each applicable Master Servicer, the Directing Certificateholder and each\napplicable Special Servicer and specific ratings of Morningstar DBRS herein referenced shall be deemed to refer to the equivalent ratings\nof the party so designated.\n\n“Mortgage”:\nWith respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related Mortgage\nNote and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.\n\n“Mortgage File”:\nWith respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following\ndocuments:\n\n(i)                                   the\noriginal Mortgage Note, endorsed on its face or by allonge to the Mortgage Note (for the avoidance of doubt, a stamped Mortgage Note\nor allonge shall be considered an original), without recourse, to “Pay to the order of Deutsche Bank National Trust Company, as\nTrustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C9, without recourse, representation or warranty” or in blank and further showing a complete, unbroken\nchain of endorsement from the originator (or, if the original Mortgage Note has been lost,\n\n-61-\n\nan affidavit to such effect from the applicable\nMortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed\nto the Trustee);\n\n(ii)                                the\noriginal or a copy of the Mortgage, together with an original or copy of any intervening Assignments of Mortgage, in each case with evidence\nof recording indicated thereon or certified to have been submitted for recording;\n\n(iii)                             an\noriginal Assignment of Mortgage in blank or in favor of “Deutsche Bank National Trust Company, as Trustee for the benefit of the\nregistered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9”\n(or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under\nthe related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain\nmissing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller\nis responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy of such Assignment of Mortgage\nsubmitted, or to be submitted, for recording);\n\n(iv)                            the\noriginal or a copy of any related Assignment of Leases and of any intervening Assignments (if such item is a document separate from the\nMortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;\n\n(v)                               an\noriginal or a copy of each Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in\nblank or in favor of “Deutsche Bank National Trust Company, as Trustee for the benefit of the registered holders of Wells Fargo\nCommercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9” (or in the case of any\nServiced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor\nAgreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information\nand, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation\nof that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);\n\n(vi)                            the\noriginal assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned pursuant\nto clause (iii) or clause (v) above;\n\n(vii)                         originals\nor copies of all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the\nterms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;\n\n-62-\n\n(viii)                      the original or a copy of the policy or certificate of lender’s title insurance (which may be in electronic form) issued\nin connection with the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding\ncommitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or\nan agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company)\nto issue such title insurance policy;\n\n(ix)                              any\nfiled copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code financing statements, related amendments\nand continuation statements in the possession of the applicable Mortgage Loan Seller;\n\n(x)                                 an\noriginal Assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller\nor an Affiliate thereof in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of that Assignment,\na copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);\n\n(xi)                              the\noriginal or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor Agreement relating\nto a Serviced Whole Loan, if applicable;\n\n(xii)                           the\noriginal or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or Serviced Whole Loan,\nas well as the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which letter of\ncredit shall either (A) name as beneficiary “Trimont LLC, as Master Servicer, on behalf of Deutsche Bank National Trust\nCompany, as Trustee, for the benefit of registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C9” or (B) be accompanied by all documentation necessary in order to transfer all rights of the\nnamed beneficiary in such letter of credit to the Master Servicer on behalf of the Trustee and to receive, after presentment by the Master\nServicer (in accordance with Section 3.01(f)) to the bank issuing such letter of credit, a reissued letter of credit in\nthe name of the Master Servicer on behalf of the Trustee;\n\n(xiii)                        the\noriginal or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity or guaranty relating\nto such Mortgage Loan or Serviced Whole Loan;\n\n(xiv)                       the\noriginal or a copy of any property management agreement relating to such Mortgage Loan or Serviced Whole Loan;\n\n(xv)                          the\noriginal or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan or Serviced Whole\nLoan and, with respect to any franchise agreement, comfort letter or similar\n\n-63-\n\nagreement, any assignment of such agreements\nor any notice to the franchisor of the transfer of such Mortgage Loan or Serviced Whole Loan and/or request for the issuance of a new\ncomfort letter in favor of the Trustee, in each case as applicable;\n\n(xvi)                       the\noriginal or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(xvii)                    the\noriginal or a copy of any related mezzanine intercreditor agreement; and\n\n(xviii)                 the\noriginal or a copy of all related environmental insurance policies;\n\nprovided, however, that (a) whenever\nthe term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such\ndocuments and instruments required to be included therein unless they are actually received by the Custodian, (b) if there exists\nwith respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage\nFile” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy\nin the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such\noriginal or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage\nFile” for a Companion Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage\nLoan (except that references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to\na photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or\nrecordation of any Assignment in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion\nHolder(s) in such instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (I) the\nTrustee shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion\nHolder(s) collectively and (II) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf\nto enforce or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the\nSpecial Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively,\n(e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery\nby the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements\nevidencing such Mortgage Loan, with respect to which the original shall be required or the requirements of clause (i) of the\ndefinition of “Mortgage File” shall otherwise be satisfied) including a copy of the Mortgage securing the applicable Mortgage\nLoan and any assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii),\n(ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee\nand need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) so\nlong as the Custodian is also the related Non-Serviced Custodian, in connection with any Non-Serviced Mortgage Loan, any and all\ndocument delivery requirements with respect to the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage\nLoan Purchase Agreement will be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the applicable\nMortgage Loan Seller of the documents specified\n\n-64-\n\nabove (other than the Mortgage Note and intervening\nendorsements evidencing such Mortgage Loan or shall otherwise satisfy the requirements of clause (i) of the definition of\n“Mortgage File”) to the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian under\nthe related Non-Serviced PSA); provided that (a) the Custodian shall perform its duties under this Agreement (including,\nwithout limitation, Article II), and be liable to the other parties hereto, with respect to such Non-Serviced Mortgage\nLoan as if such documents were required to be delivered and included in the Mortgage File and as if such Non-Serviced Custodian’s\nreceipt of the documents contained in the related “mortgage file” delivered under the related Non-Serviced PSA constituted\ndelivery of those same documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Non-Serviced\nCustodian without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and (c) if\nfor any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Custodian or shall otherwise\nno longer act as Custodian hereunder or as the related Non-Serviced Custodian or shall otherwise be required to surrender possession\nof the related “mortgage file” delivered under the related Non-Serviced PSA (including by reason of the Non-Serviced\nCompanion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated by clauses (ii)\nthrough (xviii) above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents were delivered in\nconnection with the related Other Securitization) that shall be maintained by it or any successor custodian hereunder.\n\nNotwithstanding anything\nto the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect to the\noriginal Mortgage Note and the other documents referenced in clause (i) of the definition of “Mortgage File” held\nby or from the related Mortgage Loan Seller) by either of the applicable Mortgage Loan Sellers shall satisfy the delivery requirements\nfor both of the applicable Mortgage Loan Sellers.\n\n“Mortgage Loan”:\nEach of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the purposes\nof this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan within any such\nCrossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned to the Trustee pursuant\nto Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan” includes the related Mortgage\nNote, Mortgage and other documents contained in the related Mortgage File and any related agreements. The term “Mortgage Loan”\nshall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant to Section 2.03\nand exclude any such replaced Mortgage Loan.\n\n“Mortgage Loan Purchase\nAgreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer of all of such Mortgage\nLoan Seller’s right, title and interest in and to the related Mortgage Loans.\n\n“Mortgage Loan Schedule”:\nThe list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached hereto as Exhibit B,\nas any such schedule may be amended from time to time in connection with a substitution under Section 2.03 and in accordance\nwith the relevant Mortgage Loan Purchase Agreement, and which list sets forth the following information with respect to each Mortgage\nLoan so transferred:\n\n-65-\n\n(i)                                   the loan identification number (as specified in Annex A-1 to the Prospectus);\n\n(ii)                                the\nname of the related Mortgage Loan Seller;\n\n(iii)                             the\noriginal principal balance;\n\n(iv)                            the\nCut-off Date Balance;\n\n(v)                               the\nstreet address (including city, state and ZIP code) and name of the related Mortgaged Property;\n\n(vi)                            the\ndate of the related Mortgage Note;\n\n(vii)                         the\nMaturity Date;\n\n(viii)                      the\nMortgage Rate in effect at origination;\n\n(ix)                              the\n(a) original term to stated maturity and (b) remaining term to stated maturity;\n\n(x)                                 the\noriginal amortization term;\n\n(xi)                              the\nServicing Fee Rate; and\n\n(xii)                           the\napplicable Non-Serviced Primary Servicing Fee Rate (if any).\n\n“Mortgage Loan Seller”:\nEach of (i) Wells Fargo Bank, National Association, a national banking association, or its successors in interest, (ii) JPMorgan\nChase Bank, National Association, a national banking association, or its successors in interest, (iii) LMF Commercial, LLC, a Delaware\nlimited liability company, and its successors in interest, (iv) RREF V - D Direct Lending Investments, LLC, a Delaware limited liability\ncompany, (v) Argentic Real Estate Finance 2 LLC, a Delaware limited liability company, and its successors in interest, (vi) Goldman Sachs\nMortgage Company, a New York limited partnership, or its successors in interest, (vii) Societe Generale Financial Corporation, a Delaware\ncorporation, and its successors in interest, (viii) Zions Bancorporation, N.A., a national banking association, (ix) Barclays Capital\nReal Estate Inc, a Delaware corporation and (x) Natixis Real Estate Capital LLC, a Delaware limited liability company, or its successors\nin interest.\n\n“Mortgage Loan Seller\nPercentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with respect thereto, a\nfraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date principal balance of the promissory\nnotes contributed by such Mortgage Loan Seller to this securitization, and the denominator of which is equal to the Cut-off Date principal\nbalance of such Joint Mortgage Loan.\n\n“Mortgage Note”:\nThe original executed promissory note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, as the case\nmay be,\n\n-66-\n\ntogether with any rider, addendum or amendment\nthereto, or any renewal, substitution or replacement thereof.\n\n“Mortgage Rate”:\nWith respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan on or prior to its\nMaturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan or related\nCompanion Loan (which, in the case of any Componentized Loan, is the weighted average of the interest rates of the respective Components\nof such Componentized Loan) from time to time in accordance with the related Mortgage Note and applicable law without giving effect to\nany default rate; or (ii) any Mortgage Loan or related Companion Loan after its Maturity Date, the annual rate described in clause (i)\nabove determined without regard to the passage of such Maturity Date.\n\n“Mortgaged Property”:\nThe real property subject to the lien of a Mortgage.\n\n“Mortgagor”:\nThe obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property\nand assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan that utilizes\nan indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually and collectively,\nas the context may require.\n\n“Net Investment\nEarnings”: With respect to the Collection Account, the Servicing Accounts or the REO Accounts or the Companion Distribution\nAccount for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount, if any, by which the\naggregate of all interest and other income realized during such period on funds relating to the Trust held in such account, exceeds the\naggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance with Section 3.06.\n\n“Net Investment\nLoss”: With respect to the Collection Account, the Servicing Accounts or the REO Accounts or the Companion Distribution Account\nfor any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate of all\nlosses, if any, incurred during such period in connection with the investment of funds relating to the Trust held in such account in accordance\nwith Section 3.06, exceeds the aggregate of all interest and other income realized during such period on such funds.\n\n“Net Mortgage Rate”:\nWith respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of an REO Loan\nrelated to any Companion Loan) as of any date of determination, a rate *per annum* equal to the related Mortgage Rate then in effect,\n*minus* the related Administrative Fee Rate; provided, however, that for purposes of calculating Pass-Through Rates,\nthe Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of\nthe related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a related Non-Serviced Master Servicer\nor a related Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related\nMortgagor; provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year\nconsisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates and the\n\n-67-\n\nWeighted Average Net Mortgage Rate, the Net\nMortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate at which\ninterest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months\nin order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period\nat the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage\nRate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap\nyear or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution\nDate is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March\n(or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld in\nthe immediately preceding January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated\nas described above, determined as if the predecessor Mortgage Loan had remained outstanding.\n\n“Net Operating Income”:\nWith respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance\nwith the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by the CREFC®.\n\n“New Lease”:\nAny lease of REO Property entered into at the direction of the Special Servicer on behalf of the Trust, including any lease renewed, modified\nor extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.\n\n“Nonrecoverable\nAdvance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed\nReimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with the procedures\nspecified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed\nReimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest, Insurance and Condemnation Proceeds,\nLiquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to\npotential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined that such Workout-Delayed\nReimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that\nmade such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general\ncollections on the Mortgage Loans and REO Properties.\n\n“Nonrecoverable\nP&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced\nMortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), which the Trustee determines in its good\nfaith and reasonable judgment or the Master Servicer or the Special Servicer determines in accordance with the Servicing Standard will\nnot be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections\nor any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may,\nat its option, make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to\nbe made is a Nonrecoverable P&I\n\n-68-\n\nAdvance and shall deliver to the Master Servicer\n(and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the related\nNon-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor\nand the 17g-5 Information Provider notice of such determination. Any such determination (other than by the Special Servicer) shall\nnot be binding upon (but may be conclusively relied upon by) the Master Servicer and the Trustee, and any such determination by the Special\nServicer shall be conclusive and binding upon the Master Servicer and the Trustee (but this statement shall not be construed to entitle\nthe Special Servicer to reverse the determination of the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee\nfrom making a determination that a P&I Advance would be a Nonrecoverable Advance), provided, however, that the Special\nServicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in\nthe absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such\ndecision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion,\nand not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee\nshall have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I\nAdvance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer,\nNon-Serviced Trustee or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced\nCompanion Loan determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made,\nwould be nonrecoverable, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed\nP&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage\nLoan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to\na related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding\non the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and related Non-Serviced Trustee as it relates\nto any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides\notherwise). In making such nonrecoverability determination, the Master Servicer, the Special Servicer or the Trustee, as applicable, will\nbe entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage\nLoan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is”\nor then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard\nin the case of the Master Servicer or the Special Servicer or in its good faith and reasonable judgment in the case of the Trustee, solely\nin its capacity as Trustee) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties,\n(b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer\nor in its good faith and reasonable judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future\nexpenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special\nServicer or in its good faith and reasonable judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things)\nthe timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration,\nthe recovery of which are being deferred or delayed by the Master Servicer, in light of the fact that related proceeds are\n\n-69-\n\na source of recovery not only for the Advance\nunder consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering\nwhether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding Nonrecoverable\nAdvance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which, at the time of such\nconsideration, is being deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal available for\nsuch recovery, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I Advance\nunder consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement\nAmounts which are or may be being deferred or delayed. In addition, any such Person may update or change its nonrecoverability determinations\nat any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with\nthe Servicing Standard, in the case of the Master Servicer or in its good faith and reasonable judgment in the case of the Trustee (solely\nin its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates\nor other information for making a nonrecoverability determination. Absent bad faith, the Master Servicer’s, the Special Servicer’s\nor the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders.\nThe determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance\nhas been made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed\nnonrecoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the\nMaster Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but, in the case of the\nDirecting Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to\nany Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor\n(but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer,\nthe Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s\nCertificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer\nor the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related\nincome and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer,\nthe Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related\nMortgage Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s or\nthe Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer and the Trustee\nshall be entitled to conclusively rely on and shall be bound by the Special Servicer’s determination that a P&I Advance is or\nwould be nonrecoverable.\n\n“Nonrecoverable\nServicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Serviced Mortgage Loan, Serviced\nWhole Loan or REO Property which the Trustee determines in its good faith and reasonable judgment or the Master Servicer or the Special\nServicer determines in accordance with the Servicing Standard will not be ultimately recoverable, together with any accrued and unpaid\ninterest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Serviced\nWhole Loan or REO Property. In making such nonrecoverability\n\n-70-\n\ndetermination, such Person will be entitled\n(a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion\nLoan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current\nconditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master\nServicer or the Special Servicer or in its good faith and reasonable judgment in the case of the Trustee, solely in its capacity as Trustee)\nregarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider\n(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith and reasonable\njudgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and\nconsider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith and reasonable\njudgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to\ngive due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being\ndeferred or delayed by the Master Servicer or the Trustee because there is insufficient principal available for such recovery, in light\nof the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of\nrecovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable\nServicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement\nAmounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed\nby the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing\nAdvance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement\nAmounts which are or may be being deferred or delayed. In addition, any such Person may update or change its nonrecoverability determinations\nat any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with\nthe Servicing Standard, in the case of the Master Servicer or in its good faith and reasonable judgment in the case of the Trustee (solely\nin its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates\nor other information for making a nonrecoverability determination. Absent bad faith, the Master Servicer’s, the Special Servicer’s\nor the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders.\nThe determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance\nhas been made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or\nchanged nonrecoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer\nor the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but, in the case\nof the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and only with respect\nto any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor\n(but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer,\nthe Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided,\nhowever, that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any\nServicing\n\n-71-\n\nAdvance previously made or proposed to be made\nis a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other\nServicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.\nAny such determination (other than by the Special Servicer) shall not be binding upon (but may be conclusively relied upon by) the Master\nServicer and the Trustee, and any such determination by the Special Servicer shall be binding upon the Master Servicer and the Trustee\n(but this statement shall not be construed to entitle the Special Servicer to reverse the determination of the Master Servicer or the\nTrustee or to prohibit the Master Servicer or the Trustee from making a determination that a Servicing Advance would be a Nonrecoverable\nAdvance), provided, however, that the Special Servicer shall have no such obligation to make an affirmative determination\nthat any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such Servicing\nAdvance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable.\nIf the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is\na Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination\nthat any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s\nCertificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer\nor the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related\nincome and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer,\nthe Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal with respect to\nthe related Mortgage Loan, Serviced Companion Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party\nrequired to make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties\nas such party required to make Servicing Advances may reasonably request for purposes of making nonrecoverability determinations. The\nTrustee shall be entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a Servicing\nAdvance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s\ndetermination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special\nServicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence\nthat such advance is not a Nonrecoverable Servicing Advance; provided, however, that the Special Servicer shall not be entitled\nto make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency advances (although\nsuch request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage Loan (if any), such nonrecoverability\ndetermination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination\nas to the recoverability of any servicing advance or property protection advance previously made or proposed to be made in respect of\na Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced\nTrustee, as the case may be, pursuant to the related Non-Serviced PSA.\n\n“Non-Book Entry\nCertificates”: As defined in Section 5.02(c).\n\n-72-\n\n“Non-Registered\nCertificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-E, Class X-F, Class C, Class D,\nClass E, Class F, Class G-RR, Class H-RR, Class J-RR or Class R Certificate.\n\n“Non-Serviced\nCertificate Administrator”: The “Certificate Administrator” under a Non-Serviced PSA.\n\n“Non-Serviced\nCompanion Loan”: A Companion Loan related to a Whole Loan that is either (i) identified as “Non-Serviced” under\nthe column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement or (ii) (x) identified as “Servicing\nShift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement and (y) the\nrelated Servicing Shift Securitization Date has occurred.\n\n“Non-Serviced\nCustodian”: The “Custodian” under a Non-Serviced PSA.\n\n“Non-Serviced\nDepositor”: The “Depositor” under a Non-Serviced PSA.\n\n“Non-Serviced\nGain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage\nLoan pursuant to the related Non-Serviced PSA.\n\n“Non-Serviced\nIndemnified Parties”: As defined in Section 6.04(i).\n\n“Non-Serviced\nIntercreditor Agreement”: Each of the Intercreditor Agreements related to the Whole Loans identified as (i) “Non-Serviced”\nunder the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement or (ii) “Servicing\nShift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, on and\nafter the related Servicing Shift Securitization Date.\n\n“Non-Serviced\nMaster Servicer”: The “Master Servicer” or “Servicer” under a Non-Serviced PSA.\n\n“Non-Serviced\nMortgage Loan”: Each of (i) the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type”\nin the “Whole Loans” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization\nDate, the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole\nLoans” chart in the Preliminary Statement.\n\n“Non-Serviced\nMortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced\nWhole Loan, the related Mortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced\nWhole Loan.\n\n“Non-Serviced\nOperating Advisor”: The “Operating Advisor” (if any) under a Non-Serviced PSA.\n\n“Non-Serviced\nPari Passu Companion Loan”: Each of (i) the Pari Passu Companion Loans identified as “Non-Serviced” under\nthe column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, and (ii) on and after\nthe related Servicing Shift\n\n-73-\n\nSecuritization Date, the Pari Passu Companion\nLoans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart\nin the Preliminary Statement.\n\n“Non-Serviced\nPaying Agent”: The “Paying Agent” under a Non-Serviced PSA.\n\n“Non-Serviced\nPrimary Servicing Fee Rate”: With respect to (i) the 535 & 545 5th Avenue Mortgage Loan, 0.00125% *per annum*,\n(ii) the Mountain Industrial Portfolio Mortgage Loan, 0.00001% *per annum*, (iii) the 1500 Post Oak Boulevard Mortgage\nLoan, 0.00125% *per annum*, (iv) the Towers at Cupertino City Center Mortgage Loan, 0.02000% *per annum*, (v) the ONX Industrial\nCampus Mortgage Loan, 0.00125 *per annum*, and (vi) the Kirby Industrial Mortgage Loan, 0.00125% *per annum*.\n\n“Non-Serviced\nPSA”: Each of the pooling and servicing agreement or trust and servicing agreement, as applicable, identified under the “Non-Serviced\nPSA/TSA” column in the “Whole Loans” chart in the Preliminary Statement and, on and after any Servicing Shift Securitization\nDate, the PSA that governs the servicing of the related Servicing Shift Whole Loan.\n\n“Non-Serviced\nSpecial Servicer”: The applicable “Special Servicer” of a Non-Serviced Whole Loan under a Non-Serviced PSA.\n\n“Non-Serviced\nTrust”: The “Trust” formed under a Non-Serviced PSA.\n\n“Non-Serviced\nTrustee”: The “Trustee” under a Non-Serviced PSA.\n\n“Non-Serviced\nWhole Loan”: Each of (i) the Whole Loans identified as “Non-Serviced” under the column entitled “Type”\nin the “Whole Loans” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization\nDate, the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans”\nchart in the Preliminary Statement.\n\n“Non-Serviced\nWhole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced PSA.\n\n“Non-Specially\nServiced Loan”: Any Serviced Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.\n\n“Non-U.S. Beneficial\nOwnership Certification”: As defined in Section 5.03(f).\n\n“Non-U.S. Tax\nPerson”: Any person other than a U.S. Tax Person.\n\n“Notional Amount”:\nIn the case of the Class X-A Certificates, the Class X-A Notional Amount, in the case of the Class X-B Certificates,\nthe Class X-B Notional Amount, in the case of the Class X-D Certificates, the Class X-D Notional Amount, in\nthe case of the Class X-E Certificates, the Class X-E Notional Amount and in the case of the Class X-F Certificates,\nthe Class X-F Notional Amount.\n\n“NRSRO”:\nAny nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including the\nRating Agencies.\n\n-74-\n\n“NRSRO Certification”:\nA certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically\nand executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website,\nin either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or that\nsuch NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange\nAct, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information confidential,\nexcept to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to the foregoing\neach time it accesses the Certificate Administrator’s Website.\n\n“OCC”:\nOffice of the Comptroller of the Currency or any successor thereto.\n\n“Officer’s\nCertificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional Servicer,\nas the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.\n\n“Offshore Transaction”:\nAny “offshore transaction” as defined in Rule 902(h) of Regulation S.\n\n“Operating Advisor”:\nPentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor operating\nadvisor appointed as herein provided.\n\n“Operating Advisor\nAnnual Report”: As defined in Section 3.26(c).\n\n“Operating Advisor\nConsultation Event”: Any time when the Certificate Balances of the HRR Interest in the aggregate (taking into account the application\nof any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes) is 25% or less of the Original\nCertificate Balances of such classes in the aggregate.\n\n“Operating Advisor\nConsulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties\nwith respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor pays) with respect to any Mortgage\nLoan (other than the Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loans and each related Companion Loan), payable pursuant\nto Section 3.05 of this Agreement; provided, however, that no such fee shall be payable unless specifically\npaid by the related Mortgagor as a separately identifiable fee; provided, further, that the Operating Advisor may in its\nsole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, however,\nthat to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates have been reduced\nto zero as a result of the allocation of Realized Losses to such Certificates, such fee shall be payable in full to the Operating Advisor\nas an expense of the Trust; provided, further, that the Master Servicer or the Special Servicer, as applicable, may waive\nor reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial\nwaiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable,\nshall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).\n\n-75-\n\n“Operating Advisor\nExpenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional\ntrust fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee and the Operating\nAdvisor Consulting Fee).\n\n“Operating Advisor\nFee”: With respect to each Mortgage Loan and REO Loan (including each Non-Serviced Mortgage Loan and Servicing Shift Mortgage\nLoan, but not any Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).\n\n“Operating Advisor\nFee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a *per annum* rate\nof 0.00206%.\n\n“Operating Advisor\nStandard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and\nfor the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan, for the benefit of the holders of the related\nCompanion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a single lender), and not in the\nbest interest of nor for the benefit of holders of any particular Class of Certificateholders (as determined by the Operating Advisor\nin the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship\nthat the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan Seller,\nthe Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder, any Certificateholder,\nthe Risk Retention Consultation Party or any of their respective Affiliates.\n\n“Operating Advisor\nTermination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected by operation\nof law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental\nbody:\n\n(a)              \nany failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material\nbreach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty (30)\ndays after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating Advisor by any\nparty to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates evidencing\ngreater than 25% of the aggregate Voting Rights, provided that any such failure which is not curable within such thirty (30) day\nperiod, the Operating Advisor will have an additional cure period of thirty (30) days to effect such cure so long as it has commenced\nto cure such failure within the initial thirty (30) day period and has provided the Trustee and the Certificate Administrator with an\nofficer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;\n\n(b)              \nany failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied\nfor a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to\nthe Operating Advisor by any party to this Agreement;\n\n-76-\n\n(c)              \nany failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty\n(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating Advisor\nby any party to this Agreement;\n\n(d)              \na decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under\nany present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator\nin any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation\nof its affairs, shall have been entered against the operating advisor, and such decree or order shall have remained in force undischarged\nor unstayed for a period of sixty (60) days;\n\n(e)              \nthe Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,\nreadjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the operating\nadvisor or of or relating to all or substantially all of its property; or\n\n(f)               \nthe Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage\nof any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends\npayment of its obligations.\n\n“Operating Advisor\nUpfront Fee”: As defined in Section 3.26(i).\n\n“Opinion of Counsel”:\nA written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer, the Special Servicer,\nthe Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to the Trustee and the Certificate Administrator,\nexcept that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC, (b) compliance with the\nREMIC Provisions, or (c) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05,\nmust be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor\nand the Asset Representations Reviewer.\n\n“Original Certificate\nBalance”: As defined in the Preliminary Statement.\n\n“Original Lower-Tier\nPrincipal Amount”: With respect to any Class of Lower-Tier Regular Interest, the initial principal amount thereof as of\nthe Closing Date, in each case as specified in the Preliminary Statement.\n\n“Original Notional\nAmount”: As defined in the Preliminary Statement.\n\n“Other Asset Representations\nReviewer”: Any asset representations reviewer under an Other Pooling and Servicing Agreement.\n\n“Other Certificate\nAdministrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.\n\n-77-\n\n“Other Depositor”:\nAny depositor under an Other Pooling and Servicing Agreement.\n\n“Other Exchange\nAct Reporting Party”: With respect to any Other Securitization that is subject to the reporting requirements of the Exchange\nAct, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other Pooling and Servicing\nAgreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D, Form ABS-EE and Form 10-K with\nrespect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other\nSecuritization Trust that is not subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master\nservicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation\nand/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this Agreement.\n\n“Other Pooling and\nServicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates a trust whose assets\ninclude any Serviced Companion Loan.\n\n“Other Securitization”:\nAs defined in Section 11.06.\n\n“Other Servicer”:\nAny master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.\n\n“Other Trustee”:\nAny trustee under an Other Pooling and Servicing Agreement.\n\n“Ownership Interest”:\nAs to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein, whether\ndirect or indirect, legal or beneficial, as owner or as pledgee.\n\n“P&I Advance”:\nAs to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master Servicer or the Trustee,\nas applicable, pursuant to Section 4.03 or Section 7.05.\n\n“P&I Advance\nDate”: The Business Day immediately prior to each Distribution Date.\n\n“P&I Advance\nDetermination Date”: With respect to any Distribution Date, the close of business on the related Determination Date.\n\n“Pari Passu Companion\nLoan”: A Companion Loan that is *pari passu* in right of payment to the related Mortgage Loan.\n\n“Pari Passu Companion\nLoan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan.\n\n“Pass-Through\nRate”: With respect to each Class of Regular Certificates, the rate set forth next to it in the table below:\n\n-78-\n\n \n\nClass\nof Regular Certificates\n\nPass-Through\nRate\n\nClass A-1\nCertificates\nClass A-1\nPass-Through Rate\n\nClass A-2\nCertificates\nClass A-2\nPass-Through Rate\n\nClass A-3\nCertificates\nClass A-3\nPass-Through Rate\n\nClass X-A\nCertificates\nClass X-A\nPass-Through Rate\n\nClass X-B\nCertificates\nClass X-B\nPass-Through Rate\n\nClass A-S\nCertificates\nClass A-S\nPass-Through Rate\n\nClass B Certificates\nClass B Pass-Through\nRate\n\nClass C Certificates\nClass C Pass-Through\nRate\n\nClass X-D\nCertificates\nClass X-D\nPass-Through Rate\n\nClass X-E\nCertificates\nClass X-E\nPass-Through Rate\n\nClass X-F\nCertificates\nClass X-F\nPass-Through Rate\n\nClass D Certificates\nClass D Pass-Through\nRate\n\nClass E Certificates\nClass E Pass-Through\nRate\n\nClass F Certificates\nClass F Pass-Through\nRate\n\nClass G-RR\nCertificates\nClass G-RR\nPass-Through Rate\n\nClass H-RR\nCertificates\nClass H-RR\nPass-Through Rate\n\nClass J-RR\nCertificates\nClass J-RR\nPass-Through Rate\n\nThe Pass-Through Rate\nfor each Class of Lower-Tier Regular Interests on any Distribution Date will be the Weighted Average Net Mortgage Rate for such Distribution\nDate.\n\n“PCAOB”:\nThe Public Company Accounting Oversight Board.\n\n“Penalty Charges”:\nWith respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan (or any successor REO Loan),\nany amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor REO Loan thereto) that is part\nof a Serviced Whole Loan, actually collected on such Serviced Whole Loan, and allocated and paid on such Serviced Companion Loan (or any\nsuccessor REO Loan), as applicable, in accordance with the related Intercreditor Agreement (or, for Penalty Charges with respect to the\nDel Rey Campus Whole Loan, in accordance with Section 3.11(d) of this Agreement)) that represent late payment charges or Default Interest,\nother than a Prepayment Premium, a Yield Maintenance Charge.\n\n“Percentage Interest”:\nAs to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in distributions required\nto be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates), the percentage\ninterest is equal to the Denomination as of the Closing Date of such Certificate divided by the Original Certificate Balance or Original\nNotional Amount, as applicable, of such Class of Certificates as of the Closing Date. With respect to a Class R Certificate, the\npercentage interest is set forth on the face thereof.\n\n“Performance Certification”:\nAs defined in Section 11.06.\n\n“Performing Party”:\nAs defined in Section 11.12.\n\n-79-\n\n“Periodic Payment”:\nWith respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal and/or interest on such Mortgage\nLoan or Companion Loan, including any Balloon Payment, which is payable (as the terms of the applicable Mortgage Loan or Companion Loan\nmay be changed or modified in connection with a bankruptcy or similar proceedings involving the related Mortgagor or by reason of a modification,\nextension, waiver or amendment granted or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage\nNote and applicable law, without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default\nthereunder.\n\n“Permitted Investments”:\nAny one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator, or managed\nby the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder), regardless of\nwhether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or any of their\nrespective Affiliates and having the required ratings, if any, provided for in this definition and which shall not be subject to liquidation\nprior to maturity:\n\n(i)                                direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of\nAmerica, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed\nby the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;\nprovided that any obligation of, or guarantee by, the United States of America, Fannie Mae or Freddie Mac or any such agency or\ninstrumentality of the United States of America, other than an unsecured senior debt obligation thereof, shall be a Permitted Investment\nonly if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each\nRating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then\nrated by such Rating Agency, such class of securities) as evidenced in writing, other than (a) unsecured senior debt obligations of the\nU.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal\nHousing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation\ncertificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm\nCredit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt\nobligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60)\ndays or less, or rated at least “AA-”, “A-1+” or “AAAm” by S&P, if such obligations mature\nin 365 days or less;\n\n(ii)                             time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date\nof issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized under\nthe laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities\nthat, in each case, satisfy the Applicable Moody’s Permitted Investment\n\n-80-\n\nRating, the Applicable KBRA Permitted Investment\nRating and the Applicable Fitch Permitted Investment Rating; or, in each case, such lower rating requirement as is the subject of a Rating\nAgency Confirmation by such Rating Agency in addition to a Rating Agency Confirmation from each Rating Agency not rating such obligations\n(or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency, such\nclass of securities) as evidenced in writing;\n\n(iii)                          repurchase agreements or obligations with respect to any security described in clause (i) above where such security\nhas a remaining maturity of one year or less and where such repurchase obligation has been entered into with a depository institution\nor trust company (acting as principal) described in clause (ii) above;\n\n(iv)                         debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States\nof America or any state thereof which mature in one (1) year or less from the date of acquisition that, in each case, satisfy (x) the\nApplicable Moody’s Permitted Investment Rating, (y) the Applicable KBRA Permitted Investment Rating and (z) the Applicable Fitch\nPermitted Investment Rating (or, in the case of each of clause (x), (y) and (z), such lower rating requirement as is the subject of a\nRating Agency Confirmation by such Rating Agency in addition to a Rating Agency Confirmation from each Rating Agency not rating such obligations,\nincluding any NRSRO rating any Serviced Companion Loan Securities); provided, however, that securities issued by any particular\ncorporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of\nsecurities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal\nbalance and the aggregate principal amount of all Permitted Investments in such accounts;\n\n(v)                            commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation\nnot so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject\nto any withholding imposed by any non-United States jurisdiction) that, in each case, satisfy (x) the Applicable Moody’s Permitted\nInvestment Rating, (y) the Applicable KBRA Permitted Investment Rating and (z) the Applicable Fitch Permitted Investment Rating (or, in\nthe case of each of clause (x), (y) and (z), such lower rating requirement as is the subject of a Rating Agency Confirmation by such Rating\nAgency in addition to a Rating Agency Confirmation from each Rating Agency not rating such obligations, including any NRSRO rating any\nServiced Companion Loan Securities);\n\n(vi)                         money market funds, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money\nMarket Fund, US Bank Long Term Eurodollar Sweep, the Wells Fargo Money Market Funds or the Wells Fargo Advantage Government Money Market\nFund) so long as any such fund is rated “Aaa-mf” by Moody’s and in the highest short term unsecured debt\n\n-81-\n\nratings category by each of Fitch and KBRA\n(and if not rated by Fitch or KBRA, an equivalent rating (or higher) by at least two (2) NRSROs);\n\n(vii)                      any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more\nof the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with\nrespect to which a Rating Agency Confirmation has been obtained from each Rating Agency with respect to such demand, money market or time\ndeposit, obligation, security or investment (and from KBRA, if KBRA does not rate such demand, money market or time deposit, obligation,\nsecurity or investment) and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal\nor qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency\nconfirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect\nto the Certificates pursuant to Section 3.25); and\n\n(viii)                   any other demand, money market or time deposit, obligation, security or investment not listed in clauses (i) –\n(vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;\n\nprovided, however,\nthat each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that\n(a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (b) any such investment that provides\nfor a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and\nmove proportionately with such index, (c) any such investment must not be subject to liquidation prior to maturity, and (d) any such investment\nmust not be purchased at a premium over par; and provided, further, however, that no such instrument shall be a Permitted\nInvestment (a) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the\ninterest payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield\nto maturity at par of such underlying obligations or (b) if such instrument may be redeemed at a price below the purchase price; and provided,\nfurther, however, that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments\n(other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion\nof Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted\nInvestments may not be interest-only securities. All investments shall mature or be redeemable upon the option of the holder thereof on\nor prior to the Business Day preceding the day before the date such amounts are required to be applied hereunder.\n\n“Permitted Special\nServicer/Affiliate Fees”: Any commercially reasonable treasury management fees, property condition report fees, banking fees,\ntitle insurance (or title agency) and/or other fees, insurance commissions, appraisal review fees or fees received or retained by the\nSpecial Servicer or any of its Affiliates in connection with any services performed\n\n-82-\n\nby such party with respect to any Serviced\nMortgage Loan and Serviced Companion Loan (including any related REO Property) in accordance with this Agreement.\n\n“Permitted Transferee”:\nAny Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate\nRegistrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer)\nto the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause either Trust REMIC\nto fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S.\nTax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly\nor indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect\nto whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning\nof an applicable income tax treaty, of the transferee or any other U.S. Tax Person.\n\n“Person”:\nAny individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated\norganization or government or any agency or political subdivision thereof.\n\n“Plan”:\nAs defined in Section 5.03(n).\n\n“Pre-Close Information”:\nAs defined in Section 3.13(c).\n\n“Preliminary Dispute\nResolution Election Notice”: As defined in Section 2.03(l)(i).\n\n“Preliminary Prospectus”:\nThe Preliminary Prospectus, dated May 5, 2026, relating to the Registered Certificates.\n\n“Prepayment Assumption”:\nA “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount, if any,\nand the amortization premium, if any, on the Certificates for federal income tax purposes.\n\n“Prepayment Interest\nExcess”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or\nServiced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal\nPrepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date but on or before the following\nDetermination Date, the amount of interest (net of the related Servicing Fees), to the extent collected from the related Mortgagor (without\nregard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate *per annum* equal\nto (x) in the case of any such Mortgage Loan other than a Serviced Whole Loan, the sum of (i) the related Net Mortgage Rate\nfor such Mortgage Loan, and (ii) the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations\nReviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and (y) in the case of any Serviced\nWhole Loan, the Mortgage Rate (net of Servicing Fees) on the amount of such Principal Prepayment from such Due Date to, but not including,\nthe date of such prepayment (or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset\nby Prepayment Interest Shortfalls or required to be paid as Compensating\n\n-83-\n\nInterest Payments) collected on the Mortgage\nLoans (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan, will be retained by the Master Servicer as additional\nservicing compensation.\n\n“Prepayment Interest\nShortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan)\nor Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal\nPrepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination Date (or, with respect\nto each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, with a Due Date occurring\nafter the related Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net of the related\nServicing Fees), to the extent not collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance\nCharge actually collected), that would have accrued at a rate *per annum* equal to (x) in the case of any such Mortgage Loan\nother than a Serviced Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate\nAdministrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual\nProperty Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees) on the\namount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such\nMortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any Serviced AB Whole Loan,\nany Prepayment Interest Shortfall for any Distribution Date shall be allocated *first* to the related AB Subordinate Companion Loan\nand *then* to the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, on a *pro rata* basis.\n\n“Prepayment Premium”:\nWith respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable,\nas the context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection of principal of, that\nMortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by a mezzanine lender on behalf\nof the subject Mortgagor if and as set forth in the related Intercreditor Agreement).\n\n“Primary Collateral”:\nWith respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly securing such Crossed Underlying\nLoan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization\nprovisions of such Crossed Underlying Loan.\n\n“Primary Servicing\nFee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer, which monthly\nfee accrues at the rate *per annum* specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.\n\n“Prime Rate”:\nThe “Prime Rate” as published in the “Money Rates” section of the New York City edition of *The Wall Street\nJournal* (subject to a floor of 2.0% *per annum*, compounded annually) (or, if such section or publication is no longer available,\nsuch other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from\ntime to time, or, if the “Prime Rate” no longer exists, such other\n\n-84-\n\ncomparable rate (as determined by the Certificate\nAdministrator in its reasonable discretion) as may be in effect from time to time.\n\n“Principal Balance\nCertificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C,\nClass D, Class E, Class F, Class G-RR, Class H-RR and Class J-RR Certificates.\n\n“Principal Distribution\nAmount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts: (a) the Principal Shortfall\nfor such Distribution Date, (b) the Scheduled Principal Distribution Amount for such Distribution Date and (c) the Unscheduled\nPrincipal Distribution Amount for such Distribution Date; provided that the Principal Distribution Amount for any Distribution\nDate shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances (including any servicing\nadvance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections\non the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal\ncollections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal\nDistribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal\ncollections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal\nDistribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above,\nif any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered\non the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related\nto the period in which such recovery occurs).\n\n“Principal Prepayment”:\nAny payment of principal made by the Mortgagor on a Mortgage Loan or Serviced Whole Loan that is received in advance of its scheduled\nDue Date as a result of such prepayment.\n\n“Principal Shortfall”:\nFor any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which (a) the\nrelated Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount actually distributed\non the preceding Distribution Date in respect of such Principal Distribution Amount. The Principal Shortfall for the initial Distribution\nDate will be zero.\n\n“Privileged Communications”:\nAny correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and the Special Servicer referred\nto in clause (i) of the definition of “Privileged Information”.\n\n“Privileged Information”:\nAny (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and a Special Servicer related\nto any Specially Serviced Loan (in each case, other than with respect to any Excluded Loan, as to such party) or the exercise of the Directing\nCertificateholder’s consent or consultation rights or the Risk Retention Consultation Party’s consultation rights under this\nAgreement, (ii) strategically sensitive information (including any such information contained within any Asset Status Report) that\nthe Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing\n\n-85-\n\nor future negotiations with the related Mortgagor\nor other interested party that is labeled or otherwise identified as Privileged Information by the Special Servicer, and (iii) information\nsubject to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations\nReviewer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability\nfor any such reliance hereunder.\n\n“Privileged Information\nException”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available\nto the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information\n(the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged\nInformation in working with legal counsel, auditors, arbitration parties, taxing authorities or other governmental agencies, (c) such\nPrivileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the\nRestricted Party is required by law, rule, regulation, order, judgment or decree to disclose such information.\n\n“Privileged Person”:\nThe Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special\nServicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, any Additional\nServicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the Operating Advisor designated\nby the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an Investor Certification, any Non-Serviced\nMaster Servicer, any Non-Serviced Special Servicer, any Other Servicer, any Person (including the Directing Certificateholder or Risk\nRetention Consultation Party) who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating\nAgency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification\nmay be submitted electronically via the Certificate Administrator’s Website; provided, however, that in no event may\na Borrower Party (other than a Borrower Party that is the Risk Retention Consultation Party or the Special Servicer) be entitled to receive\n(i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the\nCertificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator\nin which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such\nparty is not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution Date\nStatement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator\nmay rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may\nbe.\n\nNotwithstanding anything\nto the contrary in this Agreement, if a Special Servicer obtains knowledge that it has become a Borrower Party, the Special Servicer shall\nnevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly provide any information\nrelated to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s\nemployees or personnel or any of its Affiliate involved in the management of any investment in the related Borrower Party or the related\nMortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the\nrelated Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate\n\n-86-\n\npolicies and procedures in place in order to\ncomply with the obligations described in clause (i) above; provided, further, that nothing in this Agreement\nshall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict access by a Special Servicer or\nany Excluded Special Servicer to any information related to any Excluded Special Servicer Loan and in no case shall the Master Servicer\nor the Certificate Administrator be held liable if a Special Servicer accesses any Excluded Special Servicer Information relating to the\nExcluded Special Servicer Loan; provided, further, that (a) the Master Servicer shall not restrict access by the Special\nServicer to any information related to any Mortgage Loan, including any Excluded Special Servicer Loan and (b) the Certificate Administrator\nshall not restrict access by the Special Servicer to any information related to any Mortgage Loan, including any Excluded Special Servicer\nLoan; and provided, further, however, that any Excluded Controlling Class Holder shall be permitted to reasonably\nrequest and to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded\nControlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information\nis not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it\nconstituting Excluded Information).\n\n“Prohibited Party”:\nAny proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.\n\n“Prohibited Prepayment”:\nAs defined in the definition of Compensating Interest Payments.\n\n“Proposed Course\nof Action”: As defined in Section 2.03(l)(i).\n\n“Proposed Course\nof Action Notice”: As defined in Section 2.03(l)(i).\n\n“Prospectus”:\nThe Prospectus, dated May 11, 2026, relating to the Registered Certificates.\n\n“PSA Party Repurchase\nRequest”: As defined in Section 2.03(k)(ii).\n\n“PTCE”:\nProhibited Transaction Class Exemption.\n\n“Purchase Price”:\nWith respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph hereof,\nany related Companion Loan) to be purchased pursuant to (A) Section 5 of the related Mortgage Loan Purchase Agreement by the\nrelated Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication, equal\nto:\n\n(i)                                the outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required\npursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus\n\n(ii)                             all accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required\npursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in\n\n-87-\n\neffect from time to time (excluding any\nportion of such interest that represents Default Interest), to, but not including, the Due Date therefor immediately preceding or coinciding\nwith the Determination Date for the Collection Period of purchase; plus\n\n(iii)                          all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate,\nSpecial Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect\nof such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof,\nthe related Companion Loan)), if any; plus\n\n(iv)                         if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to\nSection 5 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or\nto be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator or the Trustee in respect of\nthe omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising out of the enforcement\nof the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any additional trust fund expenses\nrelating to such Mortgage Loan (or related REO Loan); provided, however, that such out-of-pocket expenses shall\nnot include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking part\nin an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the\ndispute resolution mechanics pursuant to Section 2.03(l);\n\n(v)                            Liquidation Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent\nrequired pursuant to the final paragraph hereof, the related Companion Loan)) (which will not include any Liquidation Fees if such repurchase\noccurs or a Loss of Value Payment is received during the Initial Cure Period or, if applicable, prior to the expiration of the Extended\nCure Period); plus\n\n(vi)                         solely in the case of a repurchase or substitution by the related Mortgage Loan Seller, any Asset Representations Reviewer Asset\nReview Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage Loan Seller.\n\nSolely with respect to any\nServiced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount\ncalculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage\nLoan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),\n“Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the related\nREO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e)\nor for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price”\n\n-88-\n\nshall be allocated between the related Mortgage\nLoan and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the\nrelated Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would be payable by each of the applicable\nMortgage Loan Sellers for its related Mortgage Note shall be its respective Mortgage Loan Seller Percentage Interest as of the Closing\nDate of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing, with respect to any repurchase pursuant to sub-clause\n(A) and sub-clause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any\nrelated Companion Loan.\n\n“Qualified Institutional\nBuyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.\n\n“Qualified Insurer”:\n(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified to\nwrite the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A”\nby Fitch (or, if not rated by Fitch, at least an equivalent rating by one other NRSRO (which may include Moody’s or KBRA)) and (b) “A3”\nby Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs (which may include Fitch and/or\nKBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.), and (ii) with respect to the fidelity bond\nand errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted\nby Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed\nby a company having such claims paying ability) rated by at least one (1) of the following rating agencies of at least (a) “A3”\nby Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A:X” by A.M. Best Company,\nInc. (provided that if six or more insurers are providing coverage with respect to any party, a minimum rating of \"A-:X\" by\nA.M. Best Company, Inc. shall be acceptable so long as at least 60% of coverage is provided by insurers with a minimum rating of \"A:X\"\nby A.M. Best Company, Inc.), or (e) “A(low)” by Morningstar DBRS, Inc., or, in the case of clauses (i) or (ii),\nany other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation and a confirmation of the applicable\nrating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any\nServiced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same\nmanner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).\n\n“Qualified Mortgage”:\nA “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury\nRegulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage.\n\n“Qualified Replacement\nSpecial Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to\nthe Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate\nof the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder or with the approval\nof the requisite vote of Certificateholders following the Operating Advisor’s recommendation to replace the Special Servicer pursuant\nto Section 7.01(d), is not the originally replaced Special Servicer or its affiliate), (iii) is not obligated to pay\nthe Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its\n\n-89-\n\nobligations under this Agreement, and (y) for\nthe appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer\nto become a Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation\nthat is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement\nspecial servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,\nin each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating of\nat least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a commercial mortgage-backed securities\ntransaction rated by Moody’s on a transaction-level basis (as to which a commercial mortgage-backed securities transaction\nthere are outstanding commercial mortgage-backed securities rated by Moody’s), and has not been publicly cited by Moody’s\nas having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement\non “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable\nservicer prior to the time of determination, and (viii) is currently acting as a special servicer in a transaction rated by KBRA and has\nnot been publicly cited by KBRA as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal\nof the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction\nserviced by the applicable servicer prior to the time of determination.\n\n“Qualified Substitute\nMortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted)\nreplacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance, after application\nof all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in\nexcess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar month during which the substitution\noccurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan, determined without regard to\nany prior modification, waiver or amendment of the terms of the removed Mortgage Loan; (iii) have the same Due Date as and Grace\nPeriod no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis as the removed Mortgage Loan (for\nexample, on the basis of a 360-day year consisting of twelve (12) 30-day months); (v) have a remaining term to stated maturity\nnot greater than, and not more than five (5) years less than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have\na then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage\nLoan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal;\n(vii) comply as of the date of substitution in all material respects with all of the representations and warranties set forth in\nthe applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental\nconditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have\na then-current debt service coverage ratio at least equal to the greater of (a) the original debt service coverage ratio of the\nremoved Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within\nthe meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s\nexpense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date five (5) years prior\nto the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not\nbe substituted for a removed Mortgage Loan unless the Trustee and the\n\n-90-\n\nCertificate Administrator have received Rating\nAgency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable\nMortgage Loan Seller); (xiv) have been approved by the Directing Certificateholder (so long as a Control Termination Event has not\noccurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan with respect to either the Directing Certificateholder\nor the Holder of the majority of the Controlling Class); (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not\nbe substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event other than the imposition of a tax on income expressly\npermitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related\nMortgage Loan Seller; (xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance\nwith respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current\nin the payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted\nfor a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal\nBalances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii)\nthrough (xviii); provided that the rates described in clause (ii) above and the remaining term to stated maturity\nreferred to in clause (v) above shall be determined on a weighted average basis; provided, further, that no\nindividual Mortgage Rate (net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate, the Certificate Administrator\nFee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property\nRoyalty License Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to,\nthe Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding.\nWhen a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify\nthat the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to\nthe Trustee, the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing\nCertificateholder.\n\n“RAC No-Response\nScenario”: As defined in Section 3.25(a).\n\n“RAC Requesting\nParty”: As defined in Section 3.25(a).\n\n“Rated Final Distribution\nDate”: As to each Class of Certificates, the Distribution Date in May 2059.\n\n“Rating Agency”:\nEach of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains in existence,\n“Rating Agency” shall be deemed to refer to such NRSRO or other comparable Person reasonably designated by the Depositor,\nnotice of which designation shall be given to the Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer, and\nspecific ratings of Fitch, Moody’s and KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so\ndesignated.\n\n“Rating Agency Confirmation”:\nWith respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed\naction, failure to act or other event so specified will not, in and of itself, result in the downgrade,\n\n-91-\n\nwithdrawal or qualification of the then-current\nrating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written waiver or other acknowledgment\nfrom the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed\nto satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter.\n\n“Rating Agency Inquiry”:\nAs defined in Section 4.07(c).\n\n“Rating Agency Q&A\nForum and Document Request Tool”: As defined in Section 4.07(c).\n\n“Realized Loss”:\nWith respect to any Distribution Date, the amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this\ndefinition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage\nLoans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent\nsuch Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any\nREO Loans (excluding any portion allocable to any related Companion Loan, if applicable) as of the related Determination Date, is less\nthan (ii) then-aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions of principal\non such Distribution Date.\n\n“Record Date”:\nWith respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which that Distribution Date\noccurs.\n\n“Registered Certificates”:\nThe Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class X-A and Class X-B\nCertificates.\n\n“Regular Certificates”:\nAny of the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B,\nClass C, Class D, Class E, Class F, Class X-D, Class X-E, Class X-F, Class G-RR, Class H-RR and Class J-RR Certificates.\n\n“Regulation AB”:\nSubpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended\nfrom time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the\nCommission, or as may be provided by the Commission or its staff from time to time.\n\n“Regulation AB Companion\nLoan Securitization”: As defined in Section 11.05(a).\n\n“Regulation AB Servicing\nOfficer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible\nfor, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also, with respect to a particular\nmatter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity\nwith the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee\nwhose name and specimen signature appears on a list of servicing officers furnished to the Trustee and/or the Certificate Administrator\nby the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.\n\n-92-\n\n“Regulation D”:\nRegulation D under the Act.\n\n“Regulation S”:\nRegulation S under the Act.\n\n“Regulation S Book-Entry\nCertificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities Persons in\nOffshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Non-Registered Certificates deposited\nwith the Certificate Administrator as custodian for the Depository.\n\n“Reimbursement Rate”:\nThe rate *per annum* applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d) and\nP&I Advances in accordance with Section 4.03(d), which rate *per annum* shall equal the Prime Rate, compounded annually\n(subject to a floor of 2.00%).\n\n“Related Certificates”\nand “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates, the related Class\nof Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular Interests, the related Class of Certificates,\nas applicable, set forth below:\n\nRelated\nCertificates\n\nRelated\nLower-Tier Regular Interest\n\nClass A-1 Certificates\nClass LA1 Uncertificated\nInterest\n\nClass A-2 Certificates\nClass LA2 Uncertificated\nInterest\n\nClass A-3 Certificates\nClass LA3 Uncertificated\nInterest\n\nClass A-S Certificates\nClass LAS Uncertificated\nInterest\n\nClass B Certificates\nClass LB Uncertificated\nInterest\n\nClass C Certificates\nClass LC Uncertificated\nInterest\n\nClass D Certificates\nClass LD Uncertificated\nInterest\n\nClass E Certificates\nClass LE Uncertificated\nInterest\n\nClass F Certificates\nClass LF Uncertificated\nInterest\n\nClass G-RR Certificates\nClass LGRR Uncertificated\nInterest\n\nClass H-RR Certificates\nClass LHRR Uncertificated\nInterest\n\nClass J-RR Certificates\nClass LJRR Uncertificated\nInterest\n\n“Relevant Servicing\nCriteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached hereto. For\nclarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing\nFunction Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, the term “Relevant\nServicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer,\nthe Trustee and/or the Certificate Administrator.\n\n“REMIC”:\nA “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).\n\n“REMIC Administrator”:\nThe Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.\n\n-93-\n\n“REMIC Provisions”:\nProvisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G\nof subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury regulations (or proposed regulations\nthat would apply by reason of their proposed effective date to the extent not inconsistent with temporary or final regulations) and any\nrulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.\n\n“Remittance Date”:\nThe Business Day immediately preceding each Distribution Date.\n\n“Rents from Real\nProperty”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.\n\n“REO Account”:\nA segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on behalf\nof the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced\nCompanion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, as Special Servicer, on behalf of Deutsche\nBank National Trust Company, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9, REO Account”. Any such account or accounts shall be an Eligible\nAccount.\n\n“REO Acquisition”:\nThe acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.\n\n“REO Disposition”:\nThe sale or other disposition of the REO Property pursuant to Section 3.16.\n\n“REO Extension”:\nAs defined in Section 3.14(a).\n\n“REO Loan”:\nEach of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for purposes\nhereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the applicable\nportion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part of\nthe Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions\nas its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation of the\nMortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on such predecessor Mortgage\nLoan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal balance and Stated Principal\nBalance equal to the outstanding principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan or Companion\nLoan, if applicable, as of the date of the related REO Acquisition. All amounts due and owing in respect of the predecessor Mortgage Loan\nor Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and unpaid interest,\nshall continue to be due and owing in respect of an REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special\nServicer, the Operating Advisor, the Asset\n\n-94-\n\nRepresentations Reviewer, the Certificate Administrator\nor the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related\nREO Acquisition, including, without limitation, any unpaid Special Servicing Fees and Servicing Fees, additional trust fund expenses and\nany unreimbursed Advances, together with any interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect\nof such Advances in accordance with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable\nto the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator\nor the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect\nto such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed to\nthe Certificateholders being reduced as a result of the first proviso in the definition of “Principal Distribution Amount”\nshall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts\nrelating to the related REO Property or REO Loan allocable to any related Companion Loan, as applicable, will be available for amounts\ndue to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances, indemnification\npayments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced\nWhole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate Companion Loan, as set forth in the related\nIntercreditor Agreement.\n\n“REO Property”:\nA Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the benefit\nof the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with respect to a Mortgaged\nProperty securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the Lower-Tier Regular Interests)\n(and also including, if applicable, the Trust’s beneficial interest in a Non-Serviced Mortgaged Property acquired by the applicable\nNon-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced Trustee or a nominee thereof for the\nbenefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure, acceptance of a deed in lieu of foreclosure\nor otherwise in accordance with applicable law in connection with the default or imminent default of a Mortgage Loan. References herein\nto a Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling or reporting, or to Appraisal Reduction Amounts\nand Final Recovery Determinations with respect to, an “REO Property” shall not include the Trust’s beneficial interest\nin a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall\nnot be an asset of the Trust Fund or any Trust REMIC.\n\n“REO Revenues”:\nAll income, rents and profits derived from the ownership, operation or leasing of any REO Property.\n\n“Reportable Event”:\nAs defined in Section 11.07.\n\n“Reporting Requirements”:\nAs defined in Section 11.12.\n\n“Reporting Servicer”:\nThe Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or any Servicing\nFunction Participant engaged by such parties, as the case may be.\n\n-95-\n\n“Repurchase Request”:\nA Certificateholder Repurchase Request or a PSA Party Repurchase Request.\n\n“Repurchase Request\nRecipient”: As defined in Section 2.02(g).\n\n“Repurchased Note”:\nAs defined in Section 3.30(a).\n\n“Repurchasing Mortgage\nLoan Seller”: As defined in Section 3.30(a).\n\n“Request for Release”:\nA release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable, in the form of Exhibit E\nattached hereto.\n\n“Requesting Certificateholder”:\nAs defined in Section 2.03(l)(iii).\n\n“Requesting Holders”:\nAs defined in Section 4.05(b).\n\n“Residual Ownership\nInterest”: Any record or beneficial interest in the Class R Certificates.\n\n“Resolution Failure”:\nAs defined in Section 2.03(k)(iii).\n\n“Resolved”:\nWith respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has\nbeen repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for\nthe related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller\nhas made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer (with\nthe consent of the Directing Certificateholder in respect of any Mortgage Loan that is not an Excluded Loan with regard to the Directing\nCertificateholder and for so long as no Control Termination Event has occurred and is continuing), on behalf of the Trust, and the related\nMortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related Mortgage Loan Purchase Agreement,\nor (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with\nthis Agreement.\n\n“Responsible Officer”:\nWhen used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility for\nthe administration of this Agreement and, with respect to a particular matter, any other officer to whom such matter is referred because\nof such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer\nassigned to the Corporate Trust Services group with direct responsibility for the administration of this Agreement and, with respect to\na particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s\nknowledge of and familiarity with the particular subject.\n\n“Restricted Period”:\nThe 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates are first offered\nto Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined in Regulation S)\nof the Certificates and (b) the Closing Date.\n\n-96-\n\n“Retained Defeasance\nRights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(i).\n\n“Retained Fee Rate”:\nA rate equal to, with respect to each Mortgage Loan, a rate that causes the Transferable Servicing Interest to equal zero.\n\n“Retaining Party”:\nAny Holder of the HRR Interest or the VRR Interest. The initial Retaining Parties shall be RREF V – D AIV RR L, LLC, with respect\nto the HRR Interest, and RREF V–D AIV RR A WFCM 2026-5C9, LLC, with respect to the VRR Interest.\n\n“Retaining Sponsor”:\nRREF V - D Direct Lending Investments, LLC, acting as “retaining sponsor” as such term is defined in the Risk Retention\nRules.\n\n“Reverse Sequential\nOrder”: With respect to any distribution or allocation relating to principal in respect of the Principal Balance Certificates:\n\n(A)            \n*first*, to the Class J-RR Certificates;\n\n(B)             \n*second*, to the Class H-RR Certificates;\n\n(C)             \n*third,*to the Class G-RR Certificates;\n\n(D)            \n*fourth*, to the Class F Certificates;\n\n(E)             \n*fifth*, to the Class E Certificates;\n\n(F)             \n*sixth*, to the Class D Certificates;\n\n(G)            \n*seventh*, to the Class C Certificates;\n\n(H)            \n*eighth*, to the Class B Certificates;\n\n(I)               \n*ninth*, to the Class A-S Certificates; and\n\n(J)               \n*tenth*, *pro rata* on their respective interest entitlements to the Senior Certificates (other than the Class X-A,\nClass X-B, Class X-D, Class X-E and Class X-F Certificates).\n\n“Review Materials”:\nAs defined in Section 12.01(b)(i).\n\n“Review Package”:\nA Rating Agency Confirmation request and any supporting documentation delivered therewith.\n\n“Risk Retention\nAffiliate” or “Risk Retention Affiliated”: Means “*affiliate of*” or “*affiliated\nwith*”, as such terms are defined in 12 C.F.R. 43.2 of the Risk Retention Rules.\n\n“Risk Retention\nCertificates”: The HRR Interest.\n\n-97-\n\n“Risk Retention\nConsultation Party”: The Risk Retention Consultation Party shall be the party selected by the Holder or Holders of more than\n50% of the VRR Interest by Certificate Balance, as determined by the Certificate Registrar from time to time. The Depositor shall promptly\nprovide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement\nand any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator\nand the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until\nsuch parties receive written notice of (including the identity and contact information for) a replacement of the Risk Retention Consultation\nParty from a party holding the requisite interest in the VRR Interest (as confirmed by the Certificate Registrar). As of the Closing Date,\nthere will be no Risk Retention Consultation Party. In the event that no Risk Retention Consultation Party has been appointed or identified\nto the Master Servicer or the Special Servicer, as applicable, and such Master Servicer or Special Servicer, as applicable, has attempted\nto obtain such information from the Certificate Administrator and no such entity has been identified to such Master Servicer or Special\nServicer, as applicable, then until such time as the new Risk Retention Consultation Party is identified, the Master Servicer or Special\nServicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention\nConsultation Party as the case may be.\n\n“Risk Retention\nRequirements”: The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11),\nas added by Section 941 of the Dodd-Frank Act.\n\n“Risk Retention\nRules”: The joint final rule that was promulgated to implement the Risk Retention Requirements (which such joint final rule\nhas been codified, inter alia, at 12 C.F.R. § 43), as such rule may be amended from time to time, and subject to such clarification\nand interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve\nSystem, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and the Department of Housing and\nUrban Development in the adopting release (79 Fed. Reg. 77601 *et seq.*) or by the staff of any such agency, or as may be provided\nby any such agency or its staff from time to time, in each case, as effective, from time to time, as of the applicable compliance date\nspecified therein. Any reference to a Section of the Risk Retention Rules shall mean the subsection of the Risk Retention Rules identified\nwith the same corresponding number as the referenced “Section”. For example, “Section 7 of the Risk Retention\nRules” means 12 C.F.R. § 43.7.\n\n“Routine Disbursements”:\nAs defined in Section 3.18(m).\n\n“Rule 144A”:\nRule 144A under the Act.\n\n“Rule 144A Book-Entry\nCertificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A, a single, permanent\nBook-Entry Certificate, in definitive, fully registered form without interest coupons.\n\n“Rules”:\nAs defined in Section 2.03(n)(iv).\n\n-98-\n\n“S&P”:\nS&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither\nS&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other NRSRO or other comparable\nPerson reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,\nthe Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced shall\nbe deemed to refer to the equivalent ratings of the party so designated.\n\n“Sarbanes-Oxley\nAct”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any\ninterpretations thereof by the Commission’s staff).\n\n“Sarbanes-Oxley\nCertification”: As defined in Section 11.05(a)(iv).\n\n“Schedule AL Additional\nFile”: The data file containing additional information or schedules regarding data points in the CREFC® Schedule\nAL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities\nAct.\n\n“Scheduled Principal\nDistribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions\nof the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and\nto the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and\nnot previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments with respect\nto the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor as of the Determination\nDate (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date,\nthe related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business\nDay preceding the related P&I Advance Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to\nSection 4.03 in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Mortgage Loans to\nthe extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or\na Grace Period ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the\nextent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date), and to the extent not included\nin clause (a) above.\n\n“Secure Data Room”:\nThe “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s Website (initially\n“www.ctslink.com”), on the page relating to this transaction.\n\n“Securities Act”:\nThe Securities Act of 1933, as it may be amended from time to time.\n\n“Security Agreement”:\nWith respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or executed\n\n-99-\n\nseparately, creating in favor of the holder\nof such Mortgage a security interest in the personal property constituting security for repayment of such Mortgage Loan.\n\n“Senior Certificate”:\nAny Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.\n\n“Serviced AB Mortgage\nLoan”: Any Mortgage Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, there are no Serviced AB Mortgage\nLoans related to the Trust as of the Closing Date.\n\n“Serviced AB Whole\nLoan”: Any AB Whole Loan that is serviced under this Agreement. For the avoidance of doubt, there are no Serviced AB Whole Loans\nrelated to the Trust as of the Closing Date.\n\n“Serviced AB Whole\nLoan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly defined\nparty identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there are no Serviced AB Whole Loan Controlling\nHolders related to the Trust as of the Closing Date.\n\n“Serviced Companion\nLoan”: Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type”\nin the “Whole Loans” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date,\nthe Pari Passu Companion Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole\nLoans” chart in the Preliminary Statement, and (iii) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan,\nas applicable.\n\n“Serviced Companion\nLoan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class of securities\nbacked, wholly or partially, by any Serviced Companion Loan.\n\n“Serviced Companion\nNoteholder”: A holder of (i) a Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion Loan related\nto a Serviced AB Whole Loan, as applicable.\n\n“Serviced Companion\nNoteholder Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.\n\n“Serviced Mortgage\nLoan”: A Mortgage Loan serviced and administered under this Agreement.\n\n“Serviced Pari Passu\nCompanion Loan”: Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column entitled\n“Type” in the “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift\nSecuritization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under the column entitled “Type”\nin the “Whole Loans” chart in the Preliminary Statement.\n\n“Serviced Pari Passu\nCompanion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.\n\n-100-\n\n“Serviced Pari Passu\nCompanion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class\nof securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.\n\n“Serviced Pari Passu\nMortgage Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type”\nin the “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization\nDate, the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole\nLoans” chart in the Preliminary Statement.\n\n“Serviced Pari Passu\nWhole Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type”\nin the “Whole Loans” chart in the Preliminary Statement other than any such Whole Loan that is an AB Whole Loan, and (ii) prior\nto the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under the column entitled\n“Type” in the “Whole Loans” chart in the Preliminary Statement other than any such Whole Loan that is an AB Whole\nLoan.\n\n“Serviced REO Loan”:\nAny REO Loan that is serviced by a Special Servicer pursuant to this Agreement.\n\n“Serviced REO Property”:\nAny REO Property that is serviced by a Special Servicer pursuant to this Agreement.\n\n“Serviced Securitized\nCompanion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion\nLoan is included in a Regulation AB Companion Loan Securitization.\n\n“Serviced Subordinate\nCompanion Loan”: Each of (i) the AB Subordinate Companion Loans identified as “Serviced” under the column entitled\n“Type” in the “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift\nSecuritization Date, the Subordinate Companion Loans identified as “Servicing Shift” under the column entitled “Type”\nin the “Whole Loans” chart in the Preliminary Statement.\n\n“Serviced Whole\nLoan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type” in\nthe “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization Date,\nthe Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans”\nchart in the Preliminary Statement.\n\n“Serviced Whole\nLoan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement\nrelated to a Serviced Whole Loan.\n\n“Serviced Whole\nLoan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance\ndate (or equivalent concept) in the related Intercreditor Agreement; or (ii) if no such applicable remittance date (or equivalent\nconcept) is so specified in the related Intercreditor Agreement, then the earlier of (A) one (1) Business Day after the “determination\ndate” set forth in the related Other Pooling and Servicing Agreement or (B) the fifteenth (15th) day of each calendar month\n(or, if the fifteenth (15th)\n\n-101-\n\ncalendar day of that month is not a Business\nDay, then the Business Day immediately succeeding such fifteenth (15th) calendar day), provided, however, that such Serviced\nWhole Loan Remittance Date under this clause (ii) shall not be earlier than two (2) Business Days following the date the Master\nServicer receives the related Periodic Payment with respect to such Serviced Whole Loan.\n\n“Servicer Termination\nEvent”: One or more of the events described in Section 7.01(a).\n\n“Servicing Account”:\nThe account or accounts created and maintained pursuant to Section 3.03(a).\n\n“Servicing Advances”:\nAll customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and\nfees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable,\nin connection with the servicing and administering of (a) a Mortgage Loan (and, in the case of a Serviced Mortgage Loan, the related\nServiced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other\nunanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing a Serviced\nMortgage Loan or an REO Property (other than an REO Property related to a Non-Serviced Mortgage Loan), including, in the case of each\nof such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the Master\nServicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of a Mortgaged\nProperty and the priority of a Mortgage, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the\nnature described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any\nenforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing,\nmanagement, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing\nAdvance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the\nMaster Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries\nand related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase\nof a Mortgage Loan or REO Property. The Master Servicer, the Special Servicer and the Trustee shall not make any Servicing Advance in\nconnection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor\nAgreement or this Agreement.\n\n“Servicing Criteria”:\nThe criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and which as\nof the Closing Date are listed on Exhibit AA hereto.\n\n“Servicing Fee”:\nWith respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and any REO Loan, the fee\npayable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).\n\n“Servicing Fee Rate”:\nWith respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a *per annum* rate equal\nto the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes, in each\n\n-102-\n\nsuch case, the rate at which applicable master,\nprimary and sub-servicing fees accrue (other than in respect of a Non-Serviced Mortgage Loan, with respect to which the primary\nand sub-servicing fees are included in the related Non-Serviced Primary Servicing Fee Rate), in each case computed on the basis\nof the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect\nof such loans (provided, however, that with respect to any Servicing Shift Mortgage Loan prior to the related Servicing\nShift Securitization Date, the Servicing Fee Rate shall be increased by the related Non-Serviced Primary Servicing Fee Rate); and\n(ii) each Serviced Pari Passu Companion Loan, a *per annum* rate equal to 0.00125%, computed on the basis of the Stated Principal\nBalance of the related Serviced Pari Passu Companion Loan in the same manner in which interest is calculated in respect of such loan.\n\n“Servicing File”:\nA photocopy or electronic copy of all items required to be included in the Mortgage File, together with each of the following: (a) to\nthe extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent\nthat the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period\nafter the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer, (i) a copy of any engineering reports\nor property condition reports; (ii) other than with respect to a hospitality property (except with respect to tenanted commercial\nspace within a hospitality property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of all\nleases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies\nof related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications between\nthe related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence analyses),\nMortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies,\nif any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged\nProperty(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered\nin connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased\nto a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage\nLoan Seller relating to the relevant Mortgaged Property and (b) copies of all modifications, extensions and amendments related to\nthe above, any Appraisals and any other document necessary to service the Mortgage Loans (other than any Non-Serviced Mortgage Loan)\nand any Serviced Companion Loan, in each case, that are created or prepared after the Closing Date.\n\n“Servicing Function\nParticipant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,\nthe Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that address\nthe Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal\nbalance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that\nthe Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable Commission\nguidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing Function Participants\nas of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be updated and provided to the Depositor\nand the Certificate Administrator in accordance with Section 11.10(c).\n\n-103-\n\n“Servicing Officer”:\nAny officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible for, the\nadministration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear on a list of\nservicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate Administrator,\nthe Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to time thereafter.\n\n“Servicing Shift\nLead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence of indebtedness\nand/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any amendments or modifications,\nor any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Trust will cause servicing to\nshift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor Agreement for such Servicing\nShift Whole Loan. For the avoidance of doubt, there is no Servicing Shift Lead Note related to the Trust.\n\n“Servicing Shift\nMortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be serviced\nunder this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced PSA entered\ninto in connection with the securitization, if any, of the related Servicing Shift Lead Note on the related Servicing Shift Securitization\nDate. For the avoidance of doubt, there is no Servicing Shift Mortgage Loan related to the Trust.\n\n“Servicing Shift\nSecuritization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note\nis included in a Non-Serviced Trust, provided that the holder of such Servicing Shift Lead Note provides each of the parties\nto this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA) with notice\nin accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included in such Non-Serviced\nTrust which notice shall include contact information for the related Non-Serviced Master Servicer, Non-Serviced Special Servicer,\nNon-Serviced Certificate Administrator and Non-Serviced Trustee. For the avoidance of doubt, there is no Servicing Shift Securitization\nDate related to the Trust.\n\n“Servicing Shift\nWhole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Servicing Shift Mortgage\nLoan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is expected\nto shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift\nLead Note on the related Servicing Shift Securitization Date. For the avoidance of doubt, there is no Servicing Shift Whole Loan related\nto the Trust.\n\n“Servicing Standard”:\nAs defined in Section 3.01(a).\n\n-104-\n\n“Servicing Transfer\nEvent”: With respect to any Serviced Mortgage Loan, or related Serviced Companion Loan, the occurrence of any of the following\nevents:\n\n(i)                                the related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer\nor the Special Servicer on or before the due date of such Balloon Payment, a written and fully executed (subject only to customary final\nclosing conditions) refinancing commitment (or if refinancing commitments are not then customarily issued by commercial mortgage lenders,\nsuch written, executed and binding alternative documentation as is customarily used by commercial real estate lenders for such purpose)\nor purchase and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance\nto the Master Servicer or the Special Servicer, as applicable (and the Master Servicer or the Special Servicer, as applicable, shall promptly\nforward such documentation to the Special Servicer or the Master Servicer) which provides that a refinancing of such Mortgage Loan or\nsale of the related Mortgaged Property will occur within 60 days (or, if the refinance or sale documentation is reasonably satisfactory\nin form and substance to both the Master Servicer and the Special Servicer, 120 days) after the date on which such Balloon Payment will\nbecome due (provided that if either (x) such refinancing or sale does not occur before the expiration of the time period for\nrefinancing or sale specified in such documentation or (y) the Master Servicer is required to make a P&I Advance in respect of\nsuch Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of the Mortgage Loan included in the same Serviced Whole Loan)\nat any time prior to such a refinancing or sale, a Servicing Transfer Event will occur immediately); or\n\n(ii)                             the related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other\nthan a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for sixty\n(60) days; or\n\n(iii)                          the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination\nof the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with\nthe consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no\nControl Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance\nof an AB Control Appraisal Period, the prior consent of the related Serviced AB Whole Loan Controlling Holder, to the extent required\nby the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than\nwith respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing\nbut no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of an\nAB Control Appraisal Period)), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material payment\n(other than a Balloon Payment) required\n\n-105-\n\nunder the related Mortgage Note or the\nrelated Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60)\ndays beyond the date on which the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing\nStandard) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer\nshall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with\nrespect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with\nrespect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the\nrelated Serviced AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following\nconsultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and\nonly if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing\nor (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period)), that a default in making a Balloon Payment\nis likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the\ndate on which such Balloon Payment will become due (or, if the Mortgagor has delivered on or before the date on which the subject payment\nwas due a written and fully executed (subject only to customary final closing conditions) refinancing commitment (or if refinancing commitments\nare not then customarily issued by commercial mortgage lenders, such written, executed and binding alternative documentation as is customarily\nused by commercial real estate lenders for such purpose) or purchase and sale agreement from an acceptable lender or purchaser, as applicable,\nand reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer (and the Master Servicer or the Special\nServicer, as applicable, shall promptly forward such documentation to the Special Servicer or the Master Servicer, as applicable) which\nprovides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 60 days (or, if the refinance\nor sale documentation is reasonably satisfactory in form and substance to both the Master Servicer and the Special Servicer, 120 days)\nfollowing the date on which such Balloon Payment will become due) and the Master Servicer determines (in accordance with the Servicing\nStandard) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer\nshall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with\nrespect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with\nrespect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the\nrelated Serviced AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following\nconsultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and\nonly if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred\n\n-106-\n\nand is continuing or (y) a Serviced\nAB Whole Loan prior to the occurrence of an AB Control Appraisal Period)), that (A) the Mortgagor is likely not to make one or more\nAssumed Scheduled Payments prior to such a refinancing or sale or (B) such refinancing or sale is not likely to occur within 60 days\n(or, if the refinance or sale documentation is reasonably satisfactory in form and substance to both the Master Servicer and the Special\nServicer, 120 days) following the date on which such Balloon Payment will become due); or\n\n(iv)                          there shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure\nof the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such\ndefault has been waived in accordance with Section 3.07 or Section 3.18) under the related Mortgage Loan documents,\nother than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment of the Master\nServicer or the Special Servicer (and in the case of the Special Servicer (A) with the consent of the Directing Certificateholder\n(other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing\n(or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent\nof the related Serviced AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement))\nor (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such\nparty and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is\ncontinuing)), materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan\nor otherwise materially and adversely affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests\nof any related Serviced Pari Passu Companion Loan Holder), which default has continued unremedied for the applicable cure period under\nthe terms of such Mortgage Loan or Serviced Whole Loan (or, if no cure period is specified, sixty (60) days); or\n\n(v)                             a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under\nany present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator, receiver or liquidator\nin any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation\nof its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained in force undischarged\nor unstayed for a period of sixty (60) days; or\n\n(vi)                          the related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment\nof debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially\nall of its property; or\n\n-107-\n\n(vii)                       the related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition\nto take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily\nsuspended payment of its obligations; or\n\n(viii)                    the Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings\nwith respect to the corresponding Mortgaged Property; or\n\n(ix)                           the Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder\n(other than with respect to an Excluded Loan with respect to such party and only for so long as no Control Termination Event has occurred\nand is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period,\nthe prior consent of the related Serviced AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor\nAgreement))) determines that (i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the\nfailure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents,\nunless such default has been waived in accordance with Section 3.07 or Section 3.18) under the Mortgage Loan documents\n(other than as described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default will materially\nimpair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any)\nor otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced Pari Passu Companion Loan Holder)\nand (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan documents,\nor, if no cure period is specified and the default is capable of being cured, for sixty (60) days;\n\nprovided that any Mortgage Loan (excluding\nany Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan\nso long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes a Specially\nServiced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage Loan becomes\na Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect to a Non-Serviced\nMortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced PSA.\n\n“Signature Law”:\nAs defined in Section 13.02(b).\n\n“Significant Obligor”:\nAs defined in Section 11.16.\n\n“Significant Obligor\nNOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter of any calendar\nyear), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the date on\n\n-108-\n\nwhich financial statements for such calendar\nquarter are required to be delivered to the related lender under the related Mortgage Loan documents.\n\n“Significant Obligor\nNOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the ninetieth (90th) day after the end of\nsuch calendar year.\n\n“Similar Law”:\nAs defined in Section 5.03(n).\n\n“Sole Certificateholder”:\nAny Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate\nholding 100% of then-outstanding Class G-RR, Class H-RR and Class J-RR Certificates; provided, however, that the\nCertificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C\nand Class D Certificates have been retired.\n\n“Special Notice”:\nAs defined in Section 5.06.\n\n“Special Servicer”:\n(i) Rialto Capital Advisors, LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor\nspecial servicer appointed as provided herein, and (ii) with respect to any Excluded Special Servicer Loan, if any, the related Excluded\nSpecial Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require.\n\n“Special Servicer\nDecision”: With respect to a Serviced Mortgage Loan or Serviced Whole Loan that is not otherwise a Major Decision:\n\n(i)                                approval of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial\nstatements);\n\n(ii)                             subject to the proviso at the end of this definition, consent to actions and releases related to condemnation of parcels of a Mortgaged\nProperty;\n\n(iii)                          any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,\n“earn-out”, “holdback” or similar escrows or reserves, including the funding or disbursement of any such amounts\nwith respect to any Mortgage Loan, but excluding, as to Mortgage Loans that are not Specially Serviced Loans, any routine and/or customary\nescrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria or material lender discretion\nis not required or permitted pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt, any request with\nrespect to a Mortgage Loan that is not a Specially Serviced Loan for Routine Disbursements or any other funding or disbursement as mutually\nagreed upon by the Master Servicer and the Special Servicer, will not constitute a Special Servicer Decision; provided*,*however*,*\nthat in the case of any such Mortgage Loan whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate,\nat the related origination date, 10% of the initial principal balance of such Mortgage Loan including any related Companion Loan (which\nMortgage Loans are identified on Schedule 2 hereto), no such funding or disbursement of such escrows, reserves, holdbacks or letters\nof\n\n-109-\n\ncredit shall be deemed to constitute a\nRoutine Disbursement, and shall instead constitute Special Servicer Decisions, except for the routine funding of tax payments and insurance\npremiums when due and payable and except for any such funding or disbursement as to which the related Mortgage Loan documents do not provide\nfor material lender discretion);\n\n(iv)                          requests to incur additional debt in accordance with the terms of the Mortgage Loan documents;\n\n(v)                             subject to the proviso at the end of this definition, any approval or consent to grants of easements or rights of way (including,\nwithout limitation, for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage\nLoan to easements, that materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with\nrespect to the related Mortgage Loan or any related Companion Loan;\n\n(vi)                          determining whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment\nor subordination, nondisturbance and attornment agreement or entry into a new Ground Lease;\n\n(vii)                       other than with respect to a Ground Lease, any modification, waiver or amendment of any lease, the execution of a new lease or\nthe granting of a subordination, non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or\nREO Property if the lease affects an area greater than the lesser of (1) 30% of the net rentable area of the improvements at the\nMortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged Property; provided that the Special Servicer\nshall reach a decision on any Special Servicer Decision within twenty (20) Business Days of its receipt from the Mortgagor of all information\nreasonably requested by the Special Servicer in order to process the Special Servicer Decision (such twenty (20) Business Days being inclusive\nof the five (5) Business Day period within which the Directing Certificateholder is required to grant or withhold its consent); and\n\n(viii)                    the determination that a “cash sweep period”, “cash trap period” or similar term with respect to a Mortgage\nLoan has terminated;\n\nprovided that, with respect to a Non-Specially\nServiced Loan, if the Special Servicer determines (a) with respect to clause (ii) above, that a condemnation is not with respect\nto a material parcel or a material income producing parcel and that such condemnation does not materially affect the use or value of the\nrelated Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion\nLoan when due, or (b) with respect to clause (v) above that an easement or right of way will not materially affect the\nuse or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect to the related Mortgage Loan or any\nrelated Companion Loan, it shall provide written notice of such determination to the Master Servicer, in which case, the Master Servicer\nshall process such decision and such decision shall be deemed to be a Master Servicer Decision not a Special Servicer\n\n-110-\n\nDecision; provided, further,\nthat the Special Servicer shall make any such determination and provide any such notice within two (2) Business Days of its receipt of\na request related to any such decision.\n\n“Special Servicing\nFee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable\nto the related Special Servicer pursuant to Section 3.11(b).\n\n“Special Servicing\nFee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a\nloan-by-loan basis, at a rate equal to (A) with respect to the Mall at Prince George’s Mortgage Loan, a *per annum*\nrate of 0.25000% and (B) with respect to each Specially Serviced Loan and each REO Loan (other than the Mall at Prince George’s\nMortgage Loan) the greater of (i)  a *per annum* rate of 0.25000% and (ii) the *per annum* rate that would result\nin a special servicing fee of $5,000.\n\n“Specially Serviced\nLoan”: As defined in Section 3.01(a).\n\n“Sponsors”:\nThe Mortgage Loan Sellers.\n\n“Startup Day”:\nThe day designated as such in Section 10.01(b).\n\n“Stated Principal\nBalance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off Date\nBalance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust, the unpaid\nprincipal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the\nmonth of substitution, whether or not received) *minus* (y) the sum of:\n\n(a)              \nthe principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified\nSubstitute Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced\nby the Master Servicer;\n\n(b)              \nall Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified\nSubstitute Mortgage Loan, after the Due Date in the related month of substitution);\n\n(c)              \nthe principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and\nLiquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute\nMortgage Loan, after the Due Date in the related month of substitution); and\n\n(d)              \nany reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification\nof such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period for\nthe most recent Distribution Date.\n\n-111-\n\nWith respect to any REO Loan\nthat is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance shall be an amount equal to (x) the\nStated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, *minus* (y) the sum\nof:\n\n(x)              \nthe principal portion of any P&I Advance made with respect to such REO Loan; and\n\n(y)              \nthe principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage\nLoan), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.\n\nA Mortgage Loan or an REO\nLoan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance\nuntil the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect\nthereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation Event, would have been)\ndistributed to Certificateholders.\n\nWith respect to each Companion\nLoan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of\nsuch date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the Stated Principal Balances\nof the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.\n\nWith respect to any REO Loan\nthat is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated\nPrincipal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, *minus* (y) the principal\nportion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.\n\nWith respect to any Mortgage\nLoan or REO Loan that is paid in full or any Mortgage Loan or REO Loan (or REO Property) liquidated, as of the first Distribution Date\nthat follows the end of the Collection Period during which payments or other proceeds are received in connection with a Liquidation Event\nwith respect to such Mortgage Loan or REO Loan (or REO Property), as applicable, notwithstanding that a loss may occur in connection with\nsuch Liquidation Event, the Stated Principal Balance of the Mortgage Loan or REO Loan shall be zero.\n\n“Subcontractor”:\nAny vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood\nby participants in the CMBS market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation\nAB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Special Servicer, the Operating Advisor,\nan Additional Servicer or a Sub-Servicer.\n\n“Subject Loan”:\nAs defined in Section 12.02(b).\n\n“Subordinate Certificate”:\nAny Class A-S, Class B, Class C, Class D, Class E, Class F, Class G-RR, Class H-RR or Class J-RR\nCertificate.\n\n-112-\n\n“Subordinate Companion\nHolder”: The holder of any AB Subordinate Companion Loan.\n\n“Subsequent Asset\nStatus Report”: As defined in Section 3.19(d).\n\n“Sub-Servicer”:\nAny Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is responsible\nfor the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material servicing\nfunctions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this Agreement, with respect\nto some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.\n\n“Sub-Servicing\nAgreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer\nrelating to servicing and administration of Mortgage Loans as provided in Section 3.20.\n\n“Substitution Shortfall\nAmount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess, if any, of the\nPurchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance of the\nrelated Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to\nthe month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the\nsame Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall be determined as provided in\nthe preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being replaced and the aggregate Stated Principal\nBalances of the related Qualified Substitute Mortgage Loan(s).\n\n“Successor Third-Party\nPurchaser”: A “third-party purchaser” (other than a Majority-Owned Affiliate of the Retaining Sponsor) that acquires\nall of the HRR Interest from the Retaining Sponsor or a Majority-Owned Affiliate thereof in compliance with this Agreement, the Credit\nRisk Retention Agreement, an eligible subsequent credit risk retention agreement and Rule 7 of the Risk Retention Rules.\n\n“Surviving Entity”:\nAs defined in Section 6.03(b).\n\n“Tax Returns”:\nThe federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule\nQ thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be\nfiled on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC Provisions, together with any and\nall other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any\nother governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.\n\n“Temporary Regulation\nS Book-Entry Certificate”: As defined in Section 5.02(a).\n\n“Termination Purchase\nAmount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then included in\nthe Trust, (2) the appraised\n\n-113-\n\nvalue of the Trust’s portion of all REO\nProperties then included in the Trust (which fair market value for any REO Property may be less than the Purchase Price for the corresponding\nREO Loan), as determined by an appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling Class\nand (3) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related\nNon-Serviced PSA, the *pro rata* portion of the fair market value of the related property, as determined by the related Non-Serviced\nMaster Servicer in accordance with clause (2) above.\n\n“Test”:\nAs defined in Section 12.01(b)(iv).\n\n“Transaction Parties”:\nAs defined in Section 5.03(t).\n\n“Transfer”:\nAny direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.\n\n“Transfer Restriction\nPeriod”: The period from the Closing Date to the earlier of: (a) the latest of (i) the date on which the aggregate\nunpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance of the\nMortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates has been\nreduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as of the Closing Date; and (iii) two\nyears after the Closing Date; (b) the date on which all of the Mortgage Loans have been defeased in accordance with §43.7(b)(8)(i)\nof the Risk Retention Rules; and (c) the date on which the Risk Retention Rules have been effectively abolished or officially determined\nby the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency, the Commission and the\nDepartment of Housing and Urban Development to be no longer applicable to the Trust.\n\n“Transferable Servicing\nInterest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Loan with respect\nthereto), the amount by which the related Servicing Fee otherwise payable to the applicable Master Servicer hereunder exceeds the\namount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to reduction by the\nTrustee pursuant to Section 3.11(a) of this Agreement.\n\n“Transferee”:\nAny Person who is acquiring by Transfer any Ownership Interest in a Certificate.\n\n“Transferee Affidavit”:\nAs defined in Section 5.03(p)(ii).\n\n“Transferor”:\nAny Person who is disposing by Transfer any Ownership Interest in a Certificate.\n\n“Transferor Letter”:\nAs defined in Section 5.03(p)(ii).\n\n“Trust”:\nThe trust created hereby and to be administered hereunder. The Trust shall be named: “Wells Fargo Commercial Mortgage Trust 2026-5C9”.\n\n-114-\n\n“Trust Fund”:\nThe corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time\nare subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the\nMortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder\nin the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due\nafter the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any\nREO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property\nsecuring a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of\nany REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,\nthe Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required\nto be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any\nAssignment of Leases and any security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit,\nindemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the\nTrust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the\nextent of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest\ntherein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account,\nthe Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and\nany REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any\nEnvironmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor\nunder each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;\nand (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral\naccounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance of\ndoubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.\n\n“Trust-Level Basis”:\nWith respect to the Operating Advisor’s evaluation of the Special Servicer’s performance of its duties with respect to the\nresolution or liquidation of the pool of Specially Serviced Loans (and, after the occurrence, and during the continuance, of an Operating\nAdvisor Consultation Event, with respect to Major Decisions on Non-Specially Serviced Loans) under this Agreement, taking into account\nsuch Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance\nwith the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation\nreport, Major Decision Reporting Package, Asset Status Report (after the occurrence and during the continuance of an Operating Advisor\nConsultation Event), Final Asset Status Report and other information delivered to the Operating Advisor by the Special Servicer or made\navailable to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year (together\nwith any additional information and material reviewed by the Operating Advisor) (other than any communications between the Directing Certificateholder\nand the Special Servicer that would be Privileged Information) pursuant to this Agreement.\n\n“Trust REMIC”:\nAs defined in the Preliminary Statement.\n\n-115-\n\n“Trustee”:\nDeutsche Bank National Trust Company, or its successor in interest, in its capacity as trustee and its successors in interest, or any\nsuccessor trustee appointed as herein provided.\n\n“Trustee Fee”:\nThe fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part\nof the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated\nPrincipal Balance of any Companion Loan. The Trustee Fee shall be paid as a portion of the Certificate Administrator Fee in an amount\nequal to $1,250 per month.\n\n“UCC”:\nThe Uniform Commercial Code, as enacted in each applicable state.\n\n“UCC Financing Statement”:\nA financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.\n\n“Underwriters”:\nWells Fargo Securities, LLC, Goldman Sachs & Co. LLC, SG Americas Securities, LLC, J.P. Morgan Securities LLC, Barclays Capital Inc.,\nAcademy Securities, Inc., Drexel Hamilton, LLC, Natixis Securities Americas LLC and Siebert Williams Shank & Co., LLC.\n\n“Uninsured Cause”:\nAny cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by\nthe hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.\n\n“United States Securities\nPerson”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.\n\n“Unliquidated Advance”:\nAny Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,\non the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)\nand (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or\nthe proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.\n\n“Unscheduled Principal\nDistribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following: (a) all\nPrincipal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of all\nLiquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances\nand other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable, REO Revenues received\nwith respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in each case only to the extent\nthat such principal portion represents a recovery of principal for which no advance was previously made pursuant to Section 4.03\nin respect of a preceding Distribution Date.\n\n“Unsolicited Information”:\nAs defined in Section 12.01(b)(iii).\n\n-116-\n\n“Upper-Tier\nREMIC”: One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and such\namounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.\n\n“Upper-Tier\nREMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained\nby the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,\nwhich shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of\nDeutsche Bank National Trust Company, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9, Upper-Tier REMIC Distribution Account”. Any such account\nor accounts shall be an Eligible Account.\n\n“U.S. Dollars”\nor “$”: Lawful money of the United States of America.\n\n“U.S. Tax Person”:\nA citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury regulations)\nor other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, including\nany entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States\nfederal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over\nthe administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such\ntrust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected\nto be treated as U.S. Tax Persons).\n\n“Voting Rights”:\nThe portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term of this\nAgreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the case of\nthe Class X Certificates (allocated *pro rata*, based upon their respective Notional Amounts as of the date of determination)\nand (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator\nof which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the\nSpecial Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into\naccount any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant\nto Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and\nthe denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining\nwhether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j),\ntaking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates\npursuant to Section 4.05(a)) of the Principal Balance Certificates, determined as of the Distribution Date immediately preceding\nsuch time. The Voting Rights of any Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their\nrespective Percentage Interests. The Class R Certificates will not be entitled to any Voting Rights.\n\n-117-\n\n“VRR Interest”:\nAn “eligible vertical interest” (as defined in the Risk Retention Rules) representing 2.07% of the Certificate Balance, Notional\nAmount or Percentage Interest, as applicable, of each Class of Certificates other than the Class R Certificates.\n\n“Weighted Average\nNet Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the\nMortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted on the basis\nof their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received\nduring any applicable Grace Period).\n\n“Whole Loan”:\nWith respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion Loan(s), collectively, as\nidentified in the “Whole Loans” chart in the Preliminary Statement. With respect to each Whole Loan, references herein to\neach such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion\nLoan(s).\n\n“Withheld Amounts”:\nAs defined in Section 3.21(a).\n\n“Workout-Delayed\nReimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan\non or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then\nconstitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such\nAdvance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any,\non which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes\nan obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount constitutes\nall or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine\nin the future that such amount instead constitutes a Nonrecoverable Advance.\n\n“Workout Fee”:\nThe fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).\n\n“Workout Fee Rate”:\nWith respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% (or, with respect to the Mall at\nPrince George’s Mortgage Loan, 0.50%) of each collection (other than Penalty Charges) of interest and principal (other than any\namount for which a Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments (other than the Balloon\nPayments that are received within one hundred twenty (120) days following the related Maturity Date as a result of a Mortgage Loan or\nServiced Whole Loan being refinanced or otherwise repaid in full if such Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced\nLoan solely because of a Servicing Transfer Event described in clause (i) of the definition of “Servicing Transfer Event”),\n(iii) Principal Prepayments and (iv) payments (other than those included in clause (i) or (ii) of this definition)\nat maturity, received on each Corrected Loan for so long as it remains a Corrected Loan.\n\n“XML”:\nExtensible Markup Language.\n\n-118-\n\n“Yield Maintenance\nCharge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires,\nby a Mortgagor in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in\nwhole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including\nany specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge\nmay be.\n\nSection 1.02       \nCertain Calculations. Unless otherwise specified herein,\nfor purposes of determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, the following\nprovisions shall apply:\n\n(i)                                All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made\non the basis of a three hundred-sixty (360-day) year consisting of twelve (12) 30-day months.\n\n(ii)                             Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master\nServicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,\nPrincipal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the\nServicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of\nsuch Mortgage Loan, on which interest accrues.\n\n(iii)                          Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer\nto the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any\ndistributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a) or Section 4.01(c),\nas applicable, (b) any Realized Losses, allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant\nto Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon)\nthat were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal\nDistribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance\npursuant to Section 4.04(a).\n\n(iv)                          Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a\nMortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing\nStandard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and\ninterest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the Special Servicer of a Defaulted Loan, the\nhighest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate\nthat would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination,\n(y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal balance and (z) the\nyield on 10-year\n\n-119-\n\nU.S. treasuries as of such date of determination,\nand (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal\n(or update of such Appraisal) of the related Mortgaged Property.\n\n(v)                             Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall\nbe construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement\nor, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to\nthis Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following application\nof trust fund expenses (i) with respect to any Serviced Whole Loan, *first*, to any related AB Subordinate Companion Loan and\n*then*, *pro rata* and *pari passu*, to the Trust and any related Serviced Pari Passu Companion Loans in accordance with\nthe respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.\n\n[End of Article I]\n\nARTICLE\nII\n\nCONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF\n\nCERTIFICATES\n\nSection 2.01       \nConveyance of Mortgage Loans. (a)  The Depositor,\nconcurrently with the execution and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign,\nsell, transfer and convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder\nof the Lower-Tier Regular Interests) all the right, title and interest of the Depositor, whether now owned or existing or hereafter\nacquired or arising, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage\nLoans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5\n(other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15,\n17 and 18 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled\npayments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute\nMortgage Loan, the Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest\ntherein) or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under\nthe related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s\ninterest therein); (vii) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the\nTrustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement\nand any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security\nagreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease\nenhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest therein);\n(x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s interest\ntherein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest therein),\n\n-120-\n\nthe Lower-Tier REMIC Distribution Account,\nthe Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of\nthe Depositor’s interest in such Gain-on-Sale Reserve Account), and any REO Account (to the extent of the Depositor’s\ninterest in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to\nthe extent of the Depositor’s interest therein); (xii) the Lower-Tier Regular Interests; (xiii) [reserved]; (xiv) the\nrights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent not covered by clause (ii)\nabove); and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral\naccounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor, and any Retained Defeasance\nRights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment\nincludes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments\nof principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal\ncollected on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in May 2026 but have their\nfirst Due Date after May 2026, any interest amounts relating to the period prior to the Cut-off Date and (iv) any Retained Defeasance\nRights and Obligations with respect to the Mortgage Loans for which Wells Fargo Bank, National Association, JPMorgan Chase Bank, National\nAssociation, LMF Commercial, LLC, Argentic Real Estate Finance 2 LLC, RREF V - D Direct Lending Investments, LLC, Societe Generale\nFinancial Corporation, Goldman Sachs Mortgage Company, Barclays Capital Real Estate Inc. or Natixis Real Estate Capital LLC is the related\nMortgage Loan Seller). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding\nSection 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2,\n3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related\nto the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, it is intended\nthat the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections,\nand the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection\ntherewith.\n\n(b)              \nIn connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and\nhereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement\nto deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date, the\nMortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of\nthe definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit\nand indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”)\nor, with respect to the Mortgage Note for Amsdell Compass Portfolio, a copy of such Mortgage Note, with the original Mortgage Note (or\na lost note affidavit and indemnity to the Trustee meeting the requirements of clause (i) of the definition of “Mortgage File”)\nto be delivered within five (5) Business Days of the Closing Date and (B) on or before the date that is 45 days following the Closing\nDate, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced\nWhole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this\nAgreement (other than amounts from reserve accounts and originals of letters of credit, which shall be\n\n-121-\n\ntransferred to the Master Servicer) for each\nMortgage Loan. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original\nMortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall\nbe deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note,\ntogether with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust.\nIf the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or\ninstruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage File”\n(or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because\nof a delay caused by the public filing or recording office where such document or instrument has been delivered, or will be delivered\nwithin 10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase\nAgreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as\nto such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included\nin the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable\npublic filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete\ncopy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the date\nset forth herein, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate\ncounty recorder’s office or the applicable title insurance company (so long as such county recorder’s office or title insurance\ncompany provides such certification), in the case of the documents and/or instruments referred to in clause (ii) of the definition\nof “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording), with evidence of filing\nor recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer\nperiod, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage\nLoan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day\nperiod after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s\noffice such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered,\nas to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and\n(ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording\nthereon (if intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered document\nor instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)\nshall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument\nshall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence\nof filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii) of\nthe definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance company\n(so long as such county recorder’s office or title insurance company provides such certification) to be a true and complete copy\nof the original thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein. Neither the Trustee\nnor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor\n\n-122-\n\nto comply with the delivery requirements of\nthe related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject\nto the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form\nsuitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii),\nclause (v), or clause (x) of the definition of “Mortgage File” solely because of the unavailability\nof filing or recording information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the\ndelivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment\nby delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the\nform of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in fully complete\nand recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty\n(180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent\nto so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every\nninety (90) days following such 180-day period after the Closing Date, attempting in good faith to obtain from the appropriate public\nfiling office or county recorder’s office the applicable filing or recording information as to the related document or instrument);\nand provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall\nbe subject to clause (e) and clause (f) of the first proviso to the definition of “Mortgage File”\nherein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable,\nany one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x)\nof the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of\nthe related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering to the\nCustodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or\n(except for recording or filing information not yet available) to be sent for recording or filing; provided that an original or\ncopy of such assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as\ncontemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to the delivery\nof a letter of credit in the manner described in clause (A) of clause (xii) of the definition of “Mortgage\nFile”, the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan\nPurchase Agreement and this Section 2.01(b) by delivering to the Custodian within ten (10) Business Days following the Closing\nDate with respect to any such letter(s) of credit a copy of such letter of credit, the transfer documentation and such transmittal communication\nto the issuing bank indicating that such document has been delivered to the issuing bank for reissuance. If a letter of credit is not\nin a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable\nterms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver copies of the appropriate\ntransfer or assignment documents to the Custodian promptly following receipt of written notification thereof. If not otherwise paid by\nthe related Mortgagor, the applicable Mortgage Loan Seller shall pay any transfer fee required in order to transfer the beneficiary’s\ninterest from such Mortgage Loan Seller to the Master Servicer on behalf of the Trust as required hereunder and shall cooperate with the\nreasonable requests of the Master Servicer in connection with effectuating a draw under any such\n\n-123-\n\nletter of credit prior to the date such letter\nof credit is reissued to the Master Servicer on behalf of the Trust.\n\n(c)              \nExcept in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense,\nto itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment\nof each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)\nrelating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording,\nas applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or recording\noffice. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage Loans substantially\nin the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except under the circumstances\nprovided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced Mortgage Loan, the\nrelated Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event\nwithin one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt\nof the related documents and the necessary recording and filing information) cause to be submitted for recording or filing, as the case\nmay be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each Assignment. Each\nsuch Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should be returned\nby the public recording office to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller\nor its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any such Assignment received by\nthe Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment received by\nthe related Mortgage Loan Seller or its agent shall be delivered to the Custodian to be included as part of the related Mortgage File\nwithin thirty (30) days after receipt. If any such document or instrument is determined to be incomplete or not to meet the recording\nor filing requirements of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded\nor unfiled, as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the\nrelated Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case\nmay be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt\nthereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has\nnot received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage\nLoan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage\nLoan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian,\nat the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of\nthe records of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain\na copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment cannot\nbe obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall\nprovide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment. The related Mortgage\nLoan Seller shall pay the expenses for the preparation of replacement Assignments for any\n\n-124-\n\nAssignments which, having been properly submitted\nfor filing or recording to the appropriate governmental office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding\nthe foregoing, there shall be no requirement to record any assignment to the Trustee referred to in clause (iii) or (v)\nof the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the\ndefinition of “Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which opinion shall\nbe an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not\nrequired to protect the Trustee’s interest in the related Mortgage Loan against sale, further assignment, satisfaction or discharge\nby the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.\n\n(d)              \nAll documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage\nLoans (including, in the case of such Mortgage Loan Seller, and except in the case of a Mortgage Loan that is part of a Non-Serviced\nWhole Loan, originals or copies of all financial statements, operating statements, appraisals, environmental reports, engineering reports,\nInsurance Policies, certificates, guaranty/indemnity agreements, property inspection reports, escrow analysis, tax bills, third-party\nmanagement agreements, asset summary and financial information on the borrower/sponsor and any guarantor, but in any case excluding the\napplicable Mortgage Loan Seller’s internal communications (including such communications between such Mortgage Loan Seller and its\nAffiliates) or underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any of its Affiliates for\nsuch purposes), draft documents or any documents or materials prepared by it or its Affiliates for internal uses, attorney-client\ncommunications that are privileged communications or constitute legal or other due diligence analyses or credit underwriting or due diligence\nanalyses or data and /or other internal approval documents) that (i) are not required to be a part of a Mortgage File in accordance\nwith the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies\nof all documents in each Mortgage File, shall be delivered or otherwise made available by the Depositor or the applicable Mortgage Loan\nSeller to the Master Servicer within five (5) Business Days after the Closing Date and shall be held by the Master Servicer on behalf\nof the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable,\non behalf of the related Companion Holder; provided, that with respect to the Mortgage File, if any document required to be contained\ntherein is not available on the date that is five (5) Business Days after the Closing Date, such document shall be delivered to the Master\nServicer on or before the date such document is required to be delivered to the Custodian pursuant to Section 2.01(b). Such\ndocuments and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)\nthat would otherwise be a part of the Servicing File.\n\n(e)              \nIn connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to\nthe Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart\nof each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.\n\n(f)               \nThe Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within\nthree (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts\nmaintained with\n\n-125-\n\nrespect to the Mortgage Loans (other than any\nNon-Serviced Mortgage Loan) transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable\nMortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.\n\n(g)              \nWith respect to the Mortgage Loans secured by the Mortgaged Properties or portfolio of Mortgaged Properties identified on the Mortgage\nLoan Schedule as “Marriott Indianapolis North” and “Courtyard by Marriott Collierville”, which are each subject\nto a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request\nof the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or\notherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter)\nissued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide\nany such required notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master\nServicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and\nthe Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter,\nif necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the\nMaster Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within one\nhundred-twenty (120) days of the Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller that no such replacement\ncomfort letter has been received.\n\n(h)              \nEach Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan\nSeller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence\nFiles to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60)\ndays after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which may be\nsent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder,\nthe Asset Representations Reviewer and the Operating Advisor) certifying that the electronic copies of the documents and information uploaded\nto the Designated Site constitute all documents and information required under the definition of “Diligence File” and such\nDiligence Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and\nthe applicable Mortgage Loan Seller (the “Diligence File Certification”).\n\n(i)                \nWithin five (5) Business Days after the Closing Date, the Depositor shall deliver in EDGAR-Compatible Format and Excel format\nto the Master Servicer via email to *investorreporting@trimont.com* the Initial Schedule AL File covering all of the Mortgage Loans,\nthe Initial Schedule AL Additional File covering all of the Mortgage Loans and the Annex A-1 to the Prospectus.\n\n(j)                \nNotwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection\nwith each Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant\nto this Agreement\n\n-126-\n\n(other than the endorsements to the note(s)\nevidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing Shift Securitization Date, in which\ncase such instruments shall be assigned and recorded in accordance with the related Non-Serviced PSA, and (ii) the Servicing\nShift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date, in which case assignments and recordations\nshall be effected in accordance with this Section 2.01 until the occurrence, if any, of the Servicing Shift Securitization\nDate, and (iii) 180 days after the Closing Date, (2) no letter of credit need be amended (including, without limitation, to\nchange the beneficiary thereon) until the earliest of (i) the Servicing Shift Securitization Date, in which case such amendment shall\nbe in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior\nto the Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01\nand (iii) the earlier of (A) 180 days after the Closing Date and (B) any such time as any such letter of credit is required\nto be drawn upon by the Master Servicer in which case such amendment shall be effected in accordance with the terms of this Section 2.01,\nand (3) on and following the Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the\nrelated Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied\nupon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to the Servicing Shift Whole\nLoan in its possession (other than the original note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced\nTrustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause\nthe retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered\nto such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a\nrecordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation\nof instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the\nright under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment\nso completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests\nin connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x)\nand (xii) of the definition of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master\nServicer.\n\n(k)              \nNotwithstanding anything to the contrary contained herein, (i) with respect to a Joint Mortgage Loan, the obligations of each\nof the applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited\nto delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint\nMortgage Loan that is serviced under this Agreement, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining\nportion of the related Mortgage File or any document required to be delivered with respect thereto shall be joint and several, provided\nthat any of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with\nrespect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage\nLoan Sellers.\n\nSection\n2.02        Acceptance by Trustee. (a)  The\nTrustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject\n\n-127-\n\nto the provisions of Section 2.01, in\ngood faith and without notice of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage\nFile” with respect to each Mortgage Loan, except with respect to the Mortgage Note for Amsdell Compass Portfolio, a copy of such\nMortgage Note, with the original Mortgage Note (or a lost note affidavit and indemnity to the Trustee meeting the requirements of clause\n(i) of the definition of “Mortgage File”) to be delivered within five (5) Business Days of the Closing Date and of all other\nassets included in the Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds and will hold such documents\nand the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name\nof the Trust for the benefit of all present and future Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that\nit holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future\nCertificateholders (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage\nLoan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of\nsuch Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied\nthe document delivery requirements of Section 2.01 and of this Section 2.02.\n\n(b)              \nWithin sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after\nthe Due Date in the month of substitution), the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered\nby the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty (60)\ndays after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor,\nthe Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination Event shall have occurred\nand be continuing and only with respect to Mortgage Loans other than any Excluded Loan with respect to the Directing Certificateholder\nor the Holder of the majority of the Controlling Class), the Trustee, the Certificate Administrator, the Asset Representations Reviewer,\nthe Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than\nany Mortgage Loan paid in full)) that, except as specifically identified in any exception report annexed to such writing (the “Custodial\nException Report”), (i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01,\nall documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),\nif any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered\nor caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear\nto be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the\ninformation set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iii), (vii) and\n(viii) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial\nException Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form\nreasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but\nnever delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been\nreturned by the filing office or the recorder’s office).\n\n-128-\n\n(c)              \nThe Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary\nof the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,\nthe Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable\nMortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which\na Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing)\nthat, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all\ndocuments specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),\nif any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered\nor caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear\nto be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination and only as to the foregoing\ndocuments, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iii), (vii)\nand (viii) in the definition of “Mortgage Loan Schedule” is correct.\n\n(d)              \nNotwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case\nof a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and\n(ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related\ndocuments from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the\nrelated Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing\nCertificateholder, in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing Certificateholder\nor the Holder of the majority of the Controlling Class and, with respect to any other Mortgage Loan, only prior to the occurrence and\ncontinuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence\nand during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting\nfor the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which\nmay be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the\nalternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a copy to the\nCustodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian\ndetermines and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of\nthe Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or\n(ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this\nSection 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two\nimmediately preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator\nand the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material\nDefect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage\nLoan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity\nor priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related\nMortgage Loan Seller shall repurchase or substitute for the related Mortgage Loan in\n\n-129-\n\naccordance with, and to the extent required\nby, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement; provided,\nhowever, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days\nafter receipt of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the document from\nthe applicable filing or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller\nis pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution,\nand in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with this\nSection 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds\nof such draw, into its Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in\nwhich event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage\nLoan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted\nInvestments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside\nreserve fund” within the meaning of Treasury Regulations Section 1.860G-2(h), which, together with any reimbursement from\nthe Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan\nSeller shall remain liable for any taxes payable on income or gain with respect thereto.\n\n(e)              \nIt is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether\nany of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of\n“Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person or (ii) to\ninspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to\nit to determine that the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security\ninterest or appropriate for the represented purpose or that they are other than what they purport to be on their face and, with respect\nto the documents specified in clause (viii) of the definition of the “Mortgage File”, whether the insurance is\neffective as of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy has not\nbeen issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding. Further, with respect\nto the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements\ndelivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings\nand the certification to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one\nstate level UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,\nfor each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the\nCustodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File\nshould include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has\ntwo or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement\nfiling). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such\nother form as may be acceptable for filing or recording in the applicable\n\n-130-\n\njurisdiction) and in a format suitable for\nfiling or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally\nfiled or recorded, as indicated in the documents provided, and in accordance with then-current laws.\n\n(f)               \nIf, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting\na part of a Mortgage File and required to be delivered or caused to be delivered by the applicable Mortgage Loan Seller (1) not to have\nbeen properly executed, (2) subject to the timing requirements of Sections 2.01(b) and 2.01(c), not to have been delivered,\n(3) to contain information that does not conform in any material respect with the corresponding information set forth in the Mortgage\nLoan Schedule or (4) to be defective on its face (each, a “Defect” in the related Mortgage File), the Custodian shall\npromptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing\nCertificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar\nquarter thereafter until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage\nLoan, with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and\nseparating items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller\nbut are out for recording or filing and have not been returned by the recorder’s office or filing office).\n\n(g)              \nIf the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person\nfor a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase\nRequest, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent\nit receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1\nRepurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase\nRequest or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer\nor the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic\nformat so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1\nRepurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the\napplicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within\nten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.\n\nEach 15Ga-1 Notice shall\ninclude (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase\nRequest Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient, as\napplicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv) the\nidentity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as to\nwhether it currently plans to pursue such 15Ga-1 Repurchase Request.\n\nA Repurchase Request Recipient\nshall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work\nproduct doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided\n\n-131-\n\npursuant to this Section 2.02(g)\nis so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under\nthe Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no\naction taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.02(g)\nby a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase\nRequest Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase\nRequest that is the subject of a 15Ga-1 Notice.\n\nIn the event that the Depositor,\nthe Trustee, the Special Servicer, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations\nReviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice\nof such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer,\nif relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This\nis a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the\nWells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9 requiring action by\nyou as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the Master\nServicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such\n15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect\nto such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice\nother than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.\n\nIf the Depositor, the Trustee,\nthe Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge\nof a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or given, and such notice\nwas not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal or\nrejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee, the Certificate Administrator,\nthe Certificate Registrar, Operating Advisor, Asset Representations Reviewer or the Custodian shall also be provided to the Depositor\nand, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.\n\nAny Repurchase Request (or\nnotice of withdrawal or rejection of a Repurchase Request) to the Certificate Administrator shall be submitted in writing or by email\nto #NACCTMMGRepurchases@computershare.com and to cctsecnotifications@computershare.com (or such other email address as the Certificate\nAdministrator shall designate from time to time) with a subject line of “Repurchase Request – WFCM 2026-5C9”.\n\nIn the event that a Mortgage\nLoan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non-Specially\nServiced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase\nor replacement.\n\n-132-\n\nSection 2.03       \nRepresentations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage\nLoans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby represents\nand warrants that:\n\n(i)                                The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina,\nand the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it,\nand has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,\nbut not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;\n\n(ii)                             Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of\nthe obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor\nin accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or\nother similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of\nwhether such enforceability is considered in a proceeding in equity or at law);\n\n(iii)                          The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict\nwith any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute\na default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor or\nany indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to\nthe Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially\nand adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement; the Depositor has obtained\nany consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance\nby the Depositor of this Agreement;\n\n(iv)                          There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any\ncourt or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the\nMortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and\n\n(v)                             The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the\nMortgage Loans have been validly transferred to the Trust.\n\n(b)              \nAfter receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller,\nnot later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan\nSeller’s receipt of such\n\n-133-\n\nnotice of such Repurchase Request or, if earlier,\nsuch Mortgage Loan Seller’s discovery of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage\nLoan not being a Qualified Mortgage, the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this Agreement\nof such Material Defect and (y) receipt of notice of the Material Defect from any party to this Agreement (such ninety (90) day period,\nthe “Initial Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s\nown expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to this\nAgreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) (or,\nin the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof), at the applicable Purchase Price\nand in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute\nMortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan\nor REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date)\nand pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in\nconformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with\nrespect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the\nactual policy of lender’s title insurance required pursuant to clause (viii) of the definition of “Mortgage File”\nby a date not later than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is not\ncured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure\nof such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days\ncommencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended\nCure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any\nrelated Serviced Companion Loan, if applicable) (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage\nInterest thereof) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution\nwill be permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller\nshall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of\nsuch officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor\nand (with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the\nmajority of the Controlling Class, prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder,\nsetting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable\nMortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates\nthat such Material Defect will be cured within the Extended Cure Period; and provided, further, that, if any such Material\nDefect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage\nLoan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase\nand/or substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing Date for so long as such\nMortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer, the Directing Certificateholder (prior to the\noccurrence\n\n-134-\n\nand continuance of a Consultation Termination\nEvent) and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure Period, that\nsuch Material Defect is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan\nSeller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any\nDefect or Breach which causes any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially and adversely affect the\ninterests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach\nduring the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period\ndescribed in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price\nremitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection\nAccount. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. In the event the Special\nServicer is required to enforce the Repurchase Request related to a Non-Specially Serviced Loan under this Section 2.03(b),\nwithin five (5) days of request by the Special Servicer, the Master Servicer shall deliver to the Special Servicer a copy of the Servicing\nFile with respect to any such Non-Specially Serviced Loan.\n\nIf a Mortgage Loan Seller,\nin connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant\nto an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust (and, for\nso long as no Control Termination Event has occurred and is continuing and in respect of any Mortgage Loan that is not an Excluded Loan\nwith respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class or a Servicing Shift Mortgage Loan,\nwith the consent of the Directing Certificateholder) (each such payment, a “Loss of Value Payment”) with respect to\nsuch Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance\nwith Section 3.05(g) of this Agreement. In connection with any Loss of Value Payment with respect to any Non-Specially\nServiced Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time frames and in the manner\nprovided in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer Event), with the Servicing File and\nall information, documents and records relating to such Non-Specially Serviced Loan and any related Serviced Companion Loan, either\nin the Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably required by the Special\nServicer to permit the Special Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as\nif such Mortgage Loan were subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation\nFees payable to the Enforcing Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer\nattributable to the Asset Review of such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller\nPercentage Interest thereof) and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value\nPayment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material\nDefect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the\naffected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement\nor settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust, provided that (i) prior\nto any such agreement or\n\n-135-\n\nsettlement nothing in this paragraph shall\npreclude the Mortgage Loan Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner\nand timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including\nany right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the\nPurchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified\nmortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)\nthat causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.\n\nIf any Breach that constitutes\na Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document\nrequires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan\ndocument(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended)\nby reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses\nincurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a\nresult of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable by the Mortgage\nLoan Seller to the Asset Representations Reviewer to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations\nReviewer attributable to the Asset Review of such Mortgage Loan; provided that if the Breach relates to a Joint Mortgage Loan,\neach Mortgage Loan Seller shall only be responsible for its Mortgage Loan Seller Percentage Interest of all such costs and expenses unless\nsuch Breach relates solely to the Mortgage Note contributed by such Mortgage Loan Seller. Except as provided in the proviso to the immediately\npreceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses to the Enforcing Servicer for disbursement\nto the applicable Persons and, upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach\nin all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently\nobtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses\nobtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with respect\nto each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due\nwith respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the Master Servicer\nor the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust\nFund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the\nmonth of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the\nMaster Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part\nof the Trust Fund and are to be remitted by the Master Servicer (or by the Special Servicer to the Master Servicer who shall remit such\nfunds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding\nanything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either the discovery of a Material Defect\nor in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to cure, repurchase\nor substitute for (or make a Loss of Value Payment with respect to) the related\n\n-136-\n\nMortgage Loan if it is otherwise required to\ndo so under the related Mortgage Loan Purchase Agreement and/or this Article II if (i) the related Mortgage Loan Seller\ndid not otherwise discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the\napplicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage\nLoan Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed\nto exist by reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan\nnot being a Qualified Mortgage and (iv) such delay or failure to provide notice (as required by the terms of the applicable Mortgage\nLoan Purchase Agreement or this Agreement) prevented the Mortgage Loan Seller from being able to cure such Material Defect and such Material\nDefect was otherwise curable. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole\nor in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility, self-storage\nfacility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC Financing Statements with\nrespect to such Mortgage Loan shall not be a Material Defect.\n\nPursuant to each Mortgage\nLoan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan,\nthe related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage Loan, the\napplicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant to the\nterms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the\nremaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the related Mortgage\nLoan Seller provides an Opinion of Counsel to the effect that such release in lieu of repurchase would not (A) cause any Trust REMIC\nto fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the Trust and (iii) each applicable\nRating Agency has provided a Rating Agency Confirmation.\n\n(c)              \nSubject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and\nfurther subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage\nFile to be deemed to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless\nthe Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its\nface; (ii) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there\nis included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate\nfrom the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from\nthe Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the\nabsence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf\nof the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy\nof the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments\nwere sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter of credit; or (vi) with\nrespect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available) of\nthe related Ground Lease; provided, however, that no Defect (except the Defects previously described in sub-clauses (ii)\n\n-137-\n\nthrough (vi) of this Section 2.03(c))\nshall be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property\nor the interests of the Trustee, the Certificateholders unless the document with respect to which the Defect exists is required in connection\nwith an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted\nby any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral\nsecuring the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect\nrelating to any Non-Serviced Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section 2.03(c)\nshall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or\nthe interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is\nunable to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice\nor otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms of\nthe related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery\nof executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii)\nof the definition of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance,\nshall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later\nthan eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise\ncomplied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that\nthe Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or a\nMortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such\ndocument is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a)\nof the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss\nto the extent provided for in Section 8.01.\n\n(d)              \nIn connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated\nby this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer\nshall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator, the Custodian,\nthe Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase\nor substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by each of the Trustee,\nthe Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other than attorney-client communications\nthat are privileged communications), and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the\nTrustee shall be endorsed or assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 5\nof the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest\nin such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including property acquired\nin respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.\n\n-138-\n\n(e)              \nSection 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject\nto the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,\nthe Master Servicer or the Special Servicer, with respect to any Material Defect.\n\n(f)               \nThe Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular\nInterests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such\nenforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the\nCertificateholders in accordance with the Servicing Standard. Any costs incurred by an Enforcing Servicer with respect to the enforcement\nof the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not\nrecovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein.\nThe Master Servicer or the Special Servicer, as applicable, shall be reimbursed for the reasonable costs of such enforcement: *first*,\nfrom a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; *second*,\npursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific\ncomponent thereof; and *third*, if at the conclusion of such enforcement action it is determined that the amounts described in clauses *first*\nand *second* are insufficient, then pursuant to Section 3.05(a)(vii) herein out of general collections on the\nMortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion\nLoan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if\napplicable.\n\n(g)              \nIf a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which\nalso constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right,\nand shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from\nthe related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g)\nshall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer and\nthe Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without limitation,\nthe rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees owed to the Master\nServicer or to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust, the\nMaster Servicer or the Special Servicer allocable to such Mortgage Loan. The Enforcing Servicer shall use reasonable efforts to recover\nsuch expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate\nnature of the reimbursement to the related Mortgage Loan Seller; provided, however, that the Enforcing Servicer determines\nin the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s\ncollection or recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable\nto the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms\nof this Agreement; provided, further, that the Special Servicer may waive the collection of amounts due on behalf of such\nMortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.\n\n-139-\n\n(h)              \nIf (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03\nand (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related\nCrossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material\nDefect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the related\nMortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group\nas provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria.\nIn the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase\nCriteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s)\nas to which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed\nMortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated\namong the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a *pro rata* basis\nbased upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),\nall other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.\n\n(i)                \nNotwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying\nLoans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased\npursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,\nthat (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this\nAgreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection\nwith such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense)\nto the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release,\nthe related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and\nexecuted in connection with such partial release.\n\n(j)                \nWith respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or\nsubstitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while\nthe Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan\nSeller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage\nLoan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted to\nexercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee,\nthe Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the\nability of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would\nmaterially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed\nUnderlying Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to\n\n-140-\n\nforbear from exercising such remedies until\nthe Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related\nMortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.\n\n(k)              \n(i) In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage\nLoan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan\nand setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly\nforward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and the Enforcing Servicer shall promptly\nforward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject to\nSection 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.\n\n(ii)                             In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating\nAdvisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect to\na Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall deliver\nprompt written notice of such Material Defect to each other party to this Agreement, the Directing Certificateholder and the related Mortgage\nLoan Seller identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase\nRequest” and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”)\nand the Enforcing Servicer shall promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. The Enforcing Servicer\nshall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party\nRepurchase Request.\n\n(iii)                          In the event the Repurchase Request is not Resolved within one hundred-eighty (180) days after the Mortgage Loan Seller receives\nthe Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below\nshall apply*.*Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent\nto the related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Master Servicer (in the case of Non-Specially\nServiced Loans) or the Special Servicer (in the case of Specially Serviced Loans) from exercising any of their respective rights related\nto a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or\nas provided by law.\n\n(l)                \n(i)  After a Resolution Failure occurs with respect to\na Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder,\na party to this Agreement or the Directing Certificateholder), the Enforcing Servicer shall send a notice (a “Proposed Course\nof Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s\nRepurchase Request, and to the Certificate Administrator (which shall be delivered via electronic mail to *trustadministrationgroup@computershare.com*).\nThe Certificate Administrator shall\n\n-141-\n\nmake the Proposed Course of Action Notice available\nto all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s Website indicating\nthe Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed Course of Action”).\nThe Proposed Course of Action Notice shall include (a) a request to Certificateholders to indicate their agreement with or dissent\nfrom such Proposed Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action\non such notice within thirty (30) days after the date of such notice and a disclaimer that responses received after such thirty (30)-day\nperiod will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed\nCourse of Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder\nis acting as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or proposed by the majority of the responding\nCertificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures\nrelating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices described in\nthis Section 2.03(l), (c) a statement that responding Certificateholders will be required to certify their holdings in\nconnection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with\nsuch Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their\nresponses to the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within three (3) Business\nDays after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the\nresults with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received that clearly indicate agreement\nor dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration\nfor purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate\nAdministrator shall be under no obligation to answer any questions from Certificateholders regarding such Proposed Course of Action. For\nthe avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(l) shall be\nlimited solely to tabulating Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action,\nand such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer\nmay conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the responses of the responding Certificateholders\nand whether that amount constitutes a majority. If (a) the Enforcing Servicer’s intended course of action with respect to the\nRepurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to\nthe Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes\nto exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s\nintended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the\nRepurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not\nagree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or\nsuch other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute\nResolution Election Notice”) within thirty (30) days after the date the Proposed Course of Action Notice is posted on the Certificate\nAdministrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right\nto refer the matter to either mediation (including non-binding arbitration)\n\n-142-\n\nor arbitration. In the event that (a) the\nEnforcing Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation (including non-binding\narbitration) or arbitration, (b) any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice,\nand (c) the Enforcing Servicer also received responses from other Certificateholders or Certificate Owners supporting the Enforcing\nServicer’s initial Proposed Course of Action, such additional responses from other Certificateholders or Certificate Owners will\nalso be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining\nthe course of action approved by the majority of responding Certificateholders.\n\n(ii)                             If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do\nso delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or\nCertificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration, and the\nEnforcing Servicer as the Enforcing Party shall be the sole party entitled to determine a course of action, including, but not limited\nto, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the\nDirecting Certificateholder pursuant to Section 6.08.\n\n(iii)                          Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from\n(a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a)\nand (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting Certificateholder\nregarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration\nas the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so\nthat such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request\nand possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business Days following the\nDispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in\ngood faith to be appropriate relating to the timing and extent of such consultations. No later than five (5) Business Days after completion\nof the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating\nits decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election\nNotice”).\n\n(iv)                          If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election\nNotice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under\nthis Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase\nRequest and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.\n\n-143-\n\n(v)                             If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such\nRequesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration)\nor arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice,\nthen such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority of the\nVoting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration.\nIf, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty\n(30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting\nCertificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right\nto elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing\nServicer shall take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived\nfor all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material\nDefect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or Certificate Owner or\nthe Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party at the time when the\nProposed Course of Action Notice is posted on the certificate administrator’s website, and (iii) if the Proposed Course of\nAction Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer\nshall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s rights against the\nrelated Mortgage Loan Seller.\n\n(vi)                          Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not\napply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to\nthe Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders\nto commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.\n\n(vii)                       In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall\nremain a party to any proceedings against the related Mortgage Loan Seller as further described herein.\n\n(viii)                    For the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of\ntheir respective affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder, to act\nas a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Notice or Final Dispute Resolution Notice or otherwise\nto vote Certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant to the procedures\ndescribed under this Section 2.03(l).\n\n(ix)                           Subject to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either\nmediation or arbitration in its sole discretion;\n\n-144-\n\nhowever, the Requesting Certificateholder\nshall not be entitled to then utilize the alternative method in the event that the initial method is unsuccessful.\n\n(m)            \nIf the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:\n\n(i)                                The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan\nSeller within sixty (60) days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation\nServices Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated\nby the Mediation Services Provider.\n\n(ii)                             The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years\nof experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization\nmatters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of\nat least ten (10) potential qualified mediators by the Mediation Services Provider each party will have the right to exercise two (2)\nperemptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services\nProvider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent\npossible.\n\n(iii)                          Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference\nof bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.\n\n(iv)                          The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten\n(10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.\n\n(v)                             The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing\nParty and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.\n\n(vi)                         Out of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the\nEnforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration)\nshall be reimbursable as a Servicing Advance.\n\n(n)              \nIf the Enforcing Party selects third-party arbitration, the following provisions will apply:\n\n(i)                                The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage\nLoan Seller within sixty (60) days of receipt of written notice of the Enforcing Party’s selection of arbitration (such provider,\nthe “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration\nRules”) promulgated by the Arbitration Services Provider.\n\n-145-\n\n(ii)                             The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years\nof experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization\nmatters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list\nof at least ten (10) potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two (2) peremptory\nchallenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services\nProvider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent\npossible.\n\n(iii)                          Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference\nof bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.\n\n(iv)                          After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,\nthe arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the\ngoal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,\nhear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure\nfor non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions),\nand will do so by reasoned decision on the motion of any party to the arbitration.\n\n(v)                             Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to\nthe arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and\nin good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably\nand in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions\n(excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the\nability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown\nthat such additional discovery is reasonable and necessary.\n\n(vi)                          The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission\nof any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan\nPurchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with\nthose agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted\nby them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime\nRate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator,\ncost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the\nparties to the\n\n-146-\n\narbitration as determined by the arbitrator\nin its reasonable discretion. The determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies will\nbe promptly delivered to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions\nto confirm or vacate the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.\n\n(vii)                      By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.\n\n(viii)                   No person may bring a putative or certificated class action to arbitration.\n\n(o)              \nThe following provisions will apply to both mediation and third-party arbitration:\n\n(i)                                Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;\n\n(ii)                             If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating\nto arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party\nin such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision\nof the arbitration panel, solely by application in the Southern District of New York if such court shall have subject matter jurisdiction,\nor if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New York.\nThe arbitration proceedings shall not be stayed unless so ordered by the court.\n\n(iii)                          The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted\nunder this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course\nof the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any\npurpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this\nSection 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with any third party\n(other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection\nwith any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court\norder. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental\nregulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and\nshall provide the other party with a reasonable opportunity to object to the production of its confidential information.\n\n(iv)                          In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case\nmay be, shall contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration or\nmediation proceedings solely for the purpose of being the beneficiary of\n\n-147-\n\nany award in favor of the Enforcing Party;\nprovided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall\nbe determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation Termination\nEvent has not occurred and is not continuing) and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party\nshall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator\nor mediator, as the case may be, shall provide that in the event a Requesting Certificateholder is allocated any related costs and expenses\npursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer\nacting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Certificateholder.\n\n(v)                             In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses\nallocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation\nproceedings.\n\n(vi)                         The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be\npermitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation\nor arbitration. Each party to the proceedings shall agree to keep confidential the details related to the Repurchase Request and the dispute\nresolution identified in connection with such procedures; provided, however, that (A) the Certificateholders shall\nbe permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06 and (B) the\nEnforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it is required pursuant to Section 2.02(g).\n\n(vii)                      For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase\nRequest to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing\nServicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure, negotiation\nof a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu, or bankruptcy or other litigation)\nor the exercise of any rights of a Directing Certificateholder.\n\n(viii)                   In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to\nthen utilize the alternative method.\n\n(ix)                          Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration\nor related responsibilities under this Agreement shall be reimbursable as additional Trust Fund expenses.\n\n(p)              \nNotwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable\nMortgage Loan Sellers to repurchase with respect to a Material Defect with respect to the related Mortgage Loan shall be limited to a\nrepurchase with respect to the Mortgage Note it sold to the Depositor in accordance with the related\n\n-148-\n\nMortgage Loan Purchase Agreement. With respect\nto any Joint Mortgage Loan, any cure by any of the applicable Mortgage Loan Sellers with respect to the Mortgage Note sold by it to the\nDepositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Defect with respect to the entire\nrelated Joint Mortgage Loan shall satisfy the cure obligations of each of the Mortgage Loan Sellers with respect to such Joint Mortgage\nLoan.\n\nSection 2.04       \nExecution of Certificates; Issuance of Lower-Tier Regular Interests.\nThe Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02,\nthe delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements,\ntogether with the assignment to it of all of the other assets included in the Lower-Tier REMIC. Concurrently with such assignment\nand delivery, (i) in exchange for the Mortgage Loans and the other assets comprising the Lower-Tier REMIC, receipt of which is\nhereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the\nDepositor; (ii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier\nREMIC; and (iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has\ncaused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused\nthe Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, the Class R\nCertificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations\nevidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR\nInterest and the Class UR Interest).\n\n[End of Article II]\n\nARTICLE\nIII\n\nADMINISTRATION AND SERVICING OF THE TRUST FUND\n\nSection 3.01       \nMaster Servicer to Act as Master Servicer; Special Servicer to Act\nas Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a)  The\nMaster Servicer and the Special Servicer shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced\nMortgage Loan), any Serviced Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage\nLoan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents\nand, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and\nfor the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as\nholder of the Lower-Tier Regular Interests), as a collective whole, taking into account the *pari passu* or subordinate, as applicable,\nnature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment),\nin accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with\nrelated mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related\nCompanion Loan, taking into account the *pari passu* nature of the Companion Loan. With respect to each Serviced Whole Loan, in the\nevent of a conflict between this Agreement and\n\n-149-\n\nthe related Intercreditor Agreement, the related\nIntercreditor Agreement shall control (except that if there is any conflict between this Agreement and the penultimate paragraph of Section\n3 of the Del Rey Campus Intercreditor Agreement, the provisions of this Agreement shall control); provided that in no event shall\nthe Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms\nof any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing\nStandard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service\nthe applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related Serviced Companion Loans in accordance with\nthe higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence\nwith which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other\nthird party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,\nas the case may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case\nmay be, with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced\nWhole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest\non a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and\nthe Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole\nLoan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders\nand the holder or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or *pari passu*,\nas applicable, nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be,\nin its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent institutional\ncommercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising\nfrom: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special\nServicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a\nMortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or\nsubordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the\nSpecial Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the\nMaster Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement\nfor its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) a\nNon-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine\nloans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may\nbe, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,\nhas extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any\noption to purchase any Mortgage Loan or a related Companion Loan the Master Servicer or the Special Servicer, as the case may be, or any\nof its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective\nAffiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage\n\n-150-\n\nLoan Seller (if the Master Servicer or the Special\nServicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing\nStandard”).\n\nThe Master Servicer and the\nSpecial Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced\nMortgage Loans pursuant to their obligations under this Agreement.\n\nWithout limiting the foregoing,\nsubject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other\nthan the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred\nand is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially\nServiced Loans in connection with any Major Decision or Special Servicer Decision and (ii) any REO Properties (other than the Non-Serviced\nMortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and prepare,\nor cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified\nherein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and\nthe related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans\nand REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer\nshall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide\nsufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its\nobligations hereunder. No Master Servicer, in its capacity as the Master Servicer shall have any responsibility for the performance by\na Special Servicer, in its capacity as the Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity\nas a Special Servicer, shall not have any responsibility for the performance by the Master Servicer, in its capacity as the Master Servicer,\nof its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall\ncontinue as such until satisfaction of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject\nto Section 3.19 and in accordance with the terms of this Agreement, the Master Servicer shall be obligated to service and\nadminister any Non-Specially Serviced Loan and any related Serviced Companion Loan. The Special Servicer shall make the property inspections,\nuse its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master\nServicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12.\nAfter notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts\nby the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact\nshall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express\nor implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage\nLoans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement\nto the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed\nfor Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended\nsolely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person\nthe risk of loss with respect to one or more of\n\n-151-\n\nthe Mortgage Loans or any related Serviced\nCompanion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or Special Servicer for the reason\nthat any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery\nis less than the amount reflected in such determination.\n\n(b)              \nSubject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)\nand of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and\napplicable law, the Master Servicer and the Special Servicer shall have full power and authority, acting alone or, subject to Section 3.20,\nthrough one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration\nfor which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master\nServicer and the Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder),\nis hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a\nServiced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan\nand any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any and all financing statements, continuation\nstatements and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document\nin the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver\nsuch financing statements, continuation statements and other documents or instruments as necessary to maintain the lien created by the\nrelated Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject\nto Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with\nrespect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge\nagreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments;\nand (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the\nTrust in their representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially\nServiced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage\nLoans that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10,\nthe Trustee shall (i) within 10 Business Days following the Closing Date, furnish to the Master Servicer and the Special Servicer\nten (10) original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable\n(or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon\nrequest, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney substantially in the\nform of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed\nto by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable\nthe Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided,\nhowever, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer,\nor for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding\nanything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s\nwritten consent:\n\n-152-\n\n(i) initiate any action, suit or proceeding\nsolely under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case may\nbe, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding\nis brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special\nServicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action,\nsuit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer,\nas applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding, and shall not be required\nto obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative\ncapacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered\nto do business in any state.\n\n(c)              \nTo the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents\n(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency Confirmation\nfrom each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal\nor qualification of its then-current ratings of any Serviced Companion Loan Securities (provided that such rating agency confirmation\nmay be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25), the Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the\nrelated Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor\nAgreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies\nthat such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion\nLoan Securities (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency\nConfirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall\nnot waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related\nMortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs\nof any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade,\nwithdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to\nhave the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such costs and expenses\nout of pocket other than as a Servicing Advance.\n\n(d)              \nThe relationship of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties\nto be that of an independent contractor and not that of a joint venturer, partner or agent.\n\n-153-\n\n(e)              \nThe Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,\nand consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.\n\n(f)               \nWithin sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after\nthe later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, the Master Servicer shall notify each\nlessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the\nTrust is the leasehold mortgagee and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the\nbenefit of the Certificateholders. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.\n\nWith respect to letters of\ncredit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”,\n(a) within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter of credit or other\napplicable Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter of credit that the Master\nServicer on behalf of the Trustee shall be the beneficiary under such letter of credit, and (b) within sixty (60) days of the Closing\nDate, the Master Servicer shall present such letter of credit and the related assignment documentation delivered by the Mortgage Loan\nSeller in accordance with such subclause of the definition of “Mortgage File” to the letter of credit bank issuing such letter\nof credit and request that such letter of credit bank reissue the letter of credit in the name of “Trimont LLC, as Master Servicer,\non behalf of Deutsche Bank National Trust Company, as Trustee, for the benefit of registered holders of Wells Fargo Commercial Mortgage\nTrust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9”. The Master Servicer shall otherwise use reasonable\nefforts to obtain such reissued letter of credit back from the issuing letter of credit bank within sixty (60) days (and in any event\nwithin ninety (90) days) following the Closing Date. The related Mortgage Loan Seller shall provide such reasonable cooperation as requested\nby the Master Servicer, including without limitation by delivering such additional assignment or amendment documents required by the issuing\nbank in order to reissue a letter of credit as provided above.\n\n(g)              \nIf a letter of credit is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated\nin clause (f) above, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or the\nSpecial Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related\nMortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable\nMortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement.\nIf the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the related\nletter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to\ncollect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of\nsuch failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent\nrequired under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be\npaid by the related Mortgagor. Neither the Master Servicer nor the Special\n\n-154-\n\nServicer shall have any liability for the failure\nof any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.\n\nThe Master Servicer acknowledges\nthat any letter of credit held by it shall be held in its capacity as agent of the Trust, and if the Master Servicer sells its rights\nto service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit to the Trust or (with respect\nto any Specially Serviced Loan) at the direction of the Special Servicer to such party as the Special Servicer may instruct, in each case\nat the expense of the Master Servicer. The Master Servicer shall indemnify the Trust for any loss caused by the ineffectiveness of such\nassignment.\n\n(h)              \nNotwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an\nAdvance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included\nin the Trust Fund.\n\n(i)                \nServicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor\nAgreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer\nperiod as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement,\nas any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related\nIntercreditor Agreement remain due and owing.\n\n(j)                \nThe Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced\nWhole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,\nuse commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special\nServicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor\nAgreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense\nor, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced Pari Passu Whole Loan, *pro\nrata* and *pari passu*, by the Trust and Serviced Pari Passu Companion Loan Holder(s), in accordance with the respective outstanding\nprincipal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect\nto any Serviced AB Whole Loan, *first*, by any related AB Subordinate Companion Loan holders and *then*, *pro rata* and\n*pari passu*, by the Trust and any Serviced Pari Passu Companion Loan Holders, in accordance with the respective outstanding principal\nbalances of the related Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loan(s).\n\n(k)              \nNotwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the\nrelated Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect\nto making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing\nagreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that no Master Servicer or Special\n\n-155-\n\nServicer shall be obligated under a separate\nagreement to which it is not a party); provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04,\nsolely with respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other\ncosts, liabilities, fees and expenses (including reasonable attorneys’ fees and expenses and expenses relating to the enforcement\nof such indemnity) incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while the\nrelated Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced\nWhole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust\nFund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be\npart of the Trust Fund; provided, however, that if, in the case of any Serviced Whole Loan, the related Serviced Companion\nLoan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related\nIntercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Servicing\nAdvances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being\nnotified that such an Advance is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis,\nwithin one (1) Business Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the\npreceding sentence, the Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections\non the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in\nthe same manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.\n\n(l)                \nNotwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and\nthe Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s\nauthority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor\nAgreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under\nthe related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use\nreasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage\nLoan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.\n\n(m)            \nThe parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced\nIntercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related\nNon-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced\nSpecial Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced\nCompanion Loan is no longer part of the trust fund created by the related Non-Serviced PSA and (B) the related Non-Serviced\nMortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced\nWhole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement\nhas been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement\nand confirmation has been obtained from the\n\n-156-\n\nRating Agencies that such new servicing agreement\nwould not result in a downgrade, qualification or withdrawal of then-current ratings of any Class of Certificates then outstanding.\n\n(n)              \nNotwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and\nthe Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s\nauthority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The\nMaster Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent\nwith the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under\nthe related Intercreditor Agreement.\n\n(o)              \nIn connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),\nupon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer (if\nsuch Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan is a Specially Serviced\nLoan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting\nto cause the related Mortgagor to provide information relating to the related Whole Loan, and that such Serviced Companion Noteholder\nreasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.\n\n(p)              \nFor the avoidance of doubt, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee have no obligation\nor authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate\nAdministrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The obligation\nof the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator for the benefit\nof the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information\nand/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.\n\n(q)              \nNothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to\nthe extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind\nof business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement or\nto the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the Servicing\nStandard.\n\nSection 3.02       \nCollection of Mortgage Loan Payments. (a)  Each\nof the Master Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions\nof the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder,\nand shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard);\nprovided that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right\nto apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special\nServicer, as\n\n-157-\n\napplicable, may in its discretion waive any Penalty\nCharge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder\nthree (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan;\nprovided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection\nwith any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with\nrespect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the\nTrust with respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect\nto such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as the case\nmay be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of a proposed waiver to the Directing\nCertificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented\nto such additional waiver (provided that if the Master Servicer or the Special Servicer, as applicable, fails to receive a response\nto such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder\nshall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the\ncontinuance of a Control Termination Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge\nin accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further, that\nthe Directing Certificateholder shall have no consent or consultation rights with respect to the foregoing waivers in relation to any\nExcluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class.\n\n(b)              \n(i) All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing\nunder the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions\nof the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express provisions\nin the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related\nMortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage\nLoan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage\nLoan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of\nthe related Intercreditor Agreement) shall be applied in the following order of priority:\n\n*first*, as\na recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage\nLoan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund\nexpenses (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections);\n\n*second*, as\na recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously\npaid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal\nDistribution Amount);\n\n-158-\n\n*third*, to\nthe extent not previously so allocated pursuant to clause *first* or *second* above, as a recovery of accrued\nand unpaid interest on such Mortgage Loan (or, with respect to any Componentized Loan, on each Component thereof) to the extent of the\nexcess of (i) accrued and unpaid interest (exclusive of default interest) on such Mortgage Loan at the related Mortgage Rate in effect\nfrom time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations\npursuant to clause *fifth* below on earlier dates, the aggregate portion of the accrued and unpaid interest described\nin sub-clause (i) of this clause *third* that either (A)(x) was not advanced because of the reductions\n(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction\nAmounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I\nAdvance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such\nP&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for\nsuch Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the related\nNet Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount\nin effect from time to time and as to which no P&I Advance was made (with respect to any Componentized Loan, such accrued and unpaid\ninterest as between the Components thereof to be applied sequentially to such Components, in alphanumeric order);\n\n*fourth*, to\nthe extent not previously so allocated pursuant to clause *first* or *second* above, as a recovery of principal\nof such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or,\nif the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance) (with\nrespect to any Componentized Loan, such principal to be applied to the Components thereof sequentially, in alphanumeric order, until the\noutstanding principal balance of each such Component is reduced to zero);\n\n*fifth*, as\na recovery of accrued and unpaid interest on such Mortgage Loan (or, with respect to any Componentized Loan, on each Component thereof)\nto the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such\nMortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related\nAppraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination that such P&I Advance\nwould have been a Nonrecoverable Advance, *plus* (B) any unpaid interest (exclusive of default interest) that accrued at the\nrelated Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency\nAmount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not been\nallocated as recovery of such accrued and unpaid interest pursuant to this clause *fifth* on earlier dates) (with respect\nto any Componentized Loan, such accrued and unpaid interest as between the Components thereof to be applied sequentially to such Components,\nin alphanumeric order);\n\n-159-\n\n*sixth*, as\na recovery of amounts to be currently allocated to the payment of, or, to the extent required under the loan documents, escrowed for the\nfuture payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;\n\n*seventh*, as\na recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;\n\n*eighth*, as\na recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;\n\n*ninth*, as\na recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;\n\n*tenth*, as\na recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;\n\n*eleventh*,\nas a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent\nfees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor\nConsulting Fees); and\n\n*twelfth*, as\na recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance (with respect\nto any Componentized Loan, such principal to be applied to the Components thereof sequentially, in alphanumeric order, in each case until\nthe outstanding principal balance of each such Component is reduced to zero);\n\nprovided that to the extent required\nunder the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage\nLoan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when\nthe loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following\nany partial release (based solely on the value of real property and excluding personal property and going concern value, if any, unless\notherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to the Trustee) must be collected and\nallocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions;\nprovided, further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a\nNon-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan\nshall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided,\nfurther, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related\nServiced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated\nto the related Serviced Mortgage Loan shall be subject to application as described above. Interest received on any Componentized Loan\npursuant to this Section 3.02(b)(i) shall be applied to the Components thereof sequentially, in alphanumeric order, in each case\nto pay all accrued and outstanding interest\n\n-160-\n\nin such Componentized Loan. Principal received\non any Componentized Loan pursuant to the foregoing shall be applied to the Components thereof sequentially, in alphanumeric order, in\neach case until the outstanding principal balance of each such Component is reduced to zero.\n\n(ii)                             Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment\nof the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced\nWhole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related Intercreditor\nAgreement) shall be applied in the following order of priority:\n\n*first*, as\na recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage\nLoan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses\n(including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections) with respect\nto the related Mortgage Loan;\n\n*second*, as\na recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously\npaid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal\nDistribution Amount);\n\n*third*, to\nthe extent not previously so allocated pursuant to clause *first* or *second* above, as a recovery of accrued\nand unpaid interest on such Mortgage Loan (or, with respect to any Componentized Loan, on each Component thereof) to the extent of the\nexcess of (i) accrued and unpaid interest (exclusive of default interest) on such Mortgage Loan at the related Mortgage Rate in effect\nfrom time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations\npursuant to clause *fifth* below or clause *fifth* of the prior paragraph on earlier dates, the aggregate\nportion of the accrued and unpaid interest described in sub-clause (i) of this clause *third* that either (A)(x) was\nnot advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in\nconnection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced\ndue to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination\nof nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount\nof related P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or\n(B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related\nCollateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (with respect to any Componentized\nLoan, such accrued and unpaid interest as between the Components thereof to be applied sequentially to such Components, in alphanumeric\norder);\n\n-161-\n\n*fourth*, to\nthe extent not previously so allocated pursuant to clause *first* or *second* above, as a recovery of principal\nof such Mortgage Loan to the extent of its entire unpaid principal balance (with respect to any Componentized Loan, such principal to\nbe applied to the Components thereof sequentially, in alphanumeric order, until the outstanding principal balance of each such Component\nis reduced to zero);\n\n*fifth*, as\na recovery of accrued and unpaid interest on such Mortgage Loan (or, with respect to any Componentized Loan, on each Component thereof)\nto the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such\nMortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related\nAppraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination that such P&I Advance\nwould have been a Nonrecoverable Advance *plus* (B) any unpaid interest (exclusive of default interest) that accrued at the\nrelated Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency\nAmount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not been\nallocated as recovery of accrued and unpaid interest pursuant to this clause *fifth* or clause *fifth*\nof the prior paragraph on earlier dates) (with respect to any Componentized Loan, such accrued and unpaid interest as between the Components\nthereof to be applied sequentially to such Components, in alphanumeric order);\n\n*sixth*, as\na recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;\n\n*seventh*, as\na recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;\n\n*eighth*, as\na recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and\n\n*ninth*, as\na recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees\nand Operating Advisor Consulting Fees are due and owing, *first,* allocated to consent fees and *then,* allocated to Operating\nAdvisor Consulting Fees);\n\nprovided that if a Non-Serviced\nMortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment\nof the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced\nIntercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan\nrelated to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant\nto the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject\nto application as described above. Interest received on any Componentized Loan pursuant to this Section 3.02(b)(ii) shall be applied\nto the Components thereof sequentially, in alphanumeric order, in each case to pay all accrued and outstanding interest in such Componentized\nLoan. Principal received on any Componentized Loan pursuant to the foregoing\n\n-162-\n\nshall be applied to the Components thereof\nsequentially, in alphabetical order, in each case until the outstanding principal balance of each such Component is reduced to zero.\n\n(iii)                           Notwithstanding\nclauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments\npursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts\nshall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation\nProceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, or in accordance\nwith Section 3.02(b)(ii) above.\n\n(c)              \nTo the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced\nCompanion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance\nand Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or Companion\nLoan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which Insurance\nand Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.\n\n(d)              \n[Reserved].\n\n(e)              \nWith respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow\nfunds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage levels\nor leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the discretion\nunder the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters of credit) as additional\ncollateral if the relevant conditions to release are not satisfied, then the related Master Servicer may continue to hold such escrows\nor letters of credit (or the proceeds of such letters of credit) as additional collateral or use such funds to reduce the principal balance\nof the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the related Mortgage Loan documents allow such action),\nunless holding or application of such funds would otherwise be inconsistent with the Mortgage Loan documents or the Servicing Standard.\n\n(f)               \nPromptly following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage\nLoan, promptly following receipt of notice in connection with the Servicing Shift Securitization Date, the Certificate Administrator shall\nsend written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy\nto any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee\nis the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master\nServicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports,\nstatements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder\nof such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA.\nThe Master Servicer shall, within two (2) Business Days of receipt of properly\n\n-163-\n\nidentified funds, deposit into the Collection\nAccount all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property\nor any related REO Property.\n\nSection 3.03       \nCollection of Taxes, Assessments and Similar Items; Servicing Accounts.\n(a)  The Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into\nwhich all Escrow Payments received by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with\nthe related Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole\nLoan shall be held for the benefit of the Certificateholders, and the related Serviced Companion Noteholders collectively, but this shall\nnot be construed to modify the respective interests of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts\non deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion\nLoan documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be\nEligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from\na Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items;\n(ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors\nany sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by\napplicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master\nServicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the\nindebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty\nCharges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the\ntermination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall\npay or cause to be paid to the related Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms\nof the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required\nto remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed\nby the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee\nfor maintenance of the Servicing Accounts.\n\n(b)              \nThe Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master\nServicer, in the case of all other related Serviced Mortgage Loans and each related Serviced Companion Loan, shall maintain accurate records\nwith respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are\nor may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof. The Special Servicer,\nin the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer, in the case of\nall other related Serviced Mortgage Loans and each related Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing\nStandard to obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect payment thereof\nfrom the REO Account or by the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event,\nprior to the\n\n-164-\n\ninstitution of foreclosure or similar proceedings\nwith respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be\nso applied by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as allowed under the terms\nof the related Serviced Mortgage Loan and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer\nshall service and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance\nwith the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent\nthat a Serviced Mortgage Loan and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of\nreal estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case\nof REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable, that it is responsible\nfor servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor to comply with its\nobligation to make payments in respect of such items at the time they first become due and, in any event, prior to the institution of\nforeclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.\n\n(c)              \nIn accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each\nServiced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the\npayment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents\n(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the\nrelated Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed\nto pay such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a\nNonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes and assessments,\nthe Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after the Master Servicer,\nthe Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation that such item has not\nbeen paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect of such taxes or assessments.\nThe Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic)\nnotice before the date on which the Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced\nLoan or REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice\nshall be required in respect of Servicing Advances required to be made on an emergency or urgent basis provided, further,\nthat the Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent\nor emergency basis) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance).\nThe Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which\ncase the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to\nmake any Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the\nSpecial Servicer may make a Servicing Advance in its sole discretion. Within five (5) Business Days of making such a Servicing Advance,\nthe Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Servicing Advance, along with all information\nand documentation in the Special Servicer’s possession regarding the subject\n\n-165-\n\nServicing Advance as the Master Servicer may\nreasonably request, and the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse the Special\nServicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant\nto the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement.\nSuch reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request therefor\npursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special\nServicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer\nof interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement\nbe deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly,\nthe Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement\nRate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had\nactually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c),\nthe Master Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction of the\nSpecial Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance, although\nnot characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master\nServicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance\nshall instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.\n\nAny request by the Special\nServicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested\nServicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer and the Trustee shall be entitled to conclusively\nrely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the first\nBusiness Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer\nif the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced Loan\nor REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on such a determination,\nand such determination shall be binding upon the Master Servicer, and shall in no way limit the ability of the Master Servicer in the\nabsence of such determination to make its own determination that any Advance is a Nonrecoverable Advance. If the Special Servicer makes\na determination that only a portion of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance,\nthe Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such previously made\nor proposed Servicing Advance is a Nonrecoverable Advance. If the Master Servicer, the Special Servicer or the Trustee determines that\na proposed Servicing Advance with respect to a Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect to a Serviced\nWhole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable,\nshall provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such determination.\nAny such determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance shall be\nbinding on the Master Servicer and the Trustee. All\n\n-166-\n\nsuch Advances shall be reimbursable in the\nfirst instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs incurred\nby the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents\non or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s\ncalculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any\nrelated Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan,\nif applicable, so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable\ncure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant\nto Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such\nServicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated\nAdvances in respect of prior Servicing Advances for purposes of nonrecoverability determinations. No Special Servicer shall have an obligation\nto make any Servicing Advances or nonrecoverability determination with respect to any Servicing Advance under this Agreement.\n\nNotwithstanding anything\nto the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not\nbe required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from amounts\non deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion Paying Agent,\nif applicable) (which shall be deemed *first* made from amounts distributable as principal and *then* from all other amounts\ncomprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or the Special Servicer,\nas the case may be) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance\n(unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such\nexpenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at\na tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security\nfor the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer or the Special Servicer,\nas the case may be, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to\nthe Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if applicable, the Companion Holders),\nall as a collective whole (taking into account the *pari passu* nature of any Companion Loans). The Master Servicer or the Trustee\nmay elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).\nThe parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated\nto make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall\nbe entitled to reimbursement for nonrecoverable servicing advances with respect to such Non-Serviced Whole Loan (with, in each case,\nany accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the applicable\nNon-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.\n\n(d)              \nIn connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained\nas a subaccount thereof\n\n-167-\n\nby the Companion Paying Agent, if applicable)\npursuant to Section 3.05(a), the Trustee, the Special Servicer and then the Master Servicer, as the case may be and in that\norder, shall be entitled to receive, out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in\neffect from time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement.\nSubject to Section 3.17(c), the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may\nbe, for any outstanding Servicing Advance as soon as practically possible after funds available for such purpose are deposited in the\nCollection Account (or any Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable)\nsubject to the Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein;\nprovided, however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts\nshall not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided\nfor in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan\nare insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce\nthe rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available\nfrom the holder of the related Companion Loan.\n\n(e)              \nTo the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced\nMortgage Loan, the Master Servicer shall request from the Mortgagor written confirmation thereof within a reasonable time after the later\nof the Closing Date and the date as of which plan is required to be established or completed. To the extent any repairs, capital improvements,\nactions or remediations are required to have been taken or completed pursuant to the terms of the Serviced Mortgage Loan, the Master Servicer\nshall request from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the\nClosing Date and the date as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor\nshall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such\nfailure to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have\nbeen taken or completed.\n\nSection 3.04       \nThe Collection Account, the Lower-Tier REMIC Distribution Account,\nthe Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account and the Gain-on-Sale\nReserve Account. (a)  The Master Servicer shall establish and maintain, or cause to be established and maintained,\na Collection Account in which the Master Servicer shall deposit or cause to be deposited on a daily Business Day basis and in no event\nlater than the second Business Day following receipt of available and properly identified funds (in the case of payments by Mortgagors\nor other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following payments\nand collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest\non the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly\nto the appropriate Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received\nin connection with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to\nthe Cut-off Date but\n\n-168-\n\nallocable to a period subsequent thereto, in\neach case, with respect to the Mortgage Loans for which it acts as Master Servicer:\n\n(i)                                 all\npayments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion\nLoans;\n\n(ii)                              all\npayments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Prepayment Premiums, Yield Maintenance\nCharges and Default Interest;\n\n(iii)                           late\npayment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the Trust\n(including Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);\n\n(iv)                          all\nInsurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale\nProceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds\nthat are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holder of the majority of the Controlling\nClass, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that\nare to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds\nthat are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related\nmortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated\nAdvances in respect of the related Mortgage Loans;\n\n(v)                             any\namounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);\n\n(vi)                          any\namounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with\nrespect to Permitted Investments of funds held in its Collection Account; and\n\n(vii)                       any\namounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection\nwith losses resulting from a deductible clause in a blanket hazard or master single interest policy.\n\nNotwithstanding the foregoing\nrequirements, the Master Servicer need not deposit into its Collection Account any amount that the Master Servicer would be authorized\nto withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately\npay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with the\nterms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.\n\nThe foregoing requirements\nfor deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the\nforegoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary\n\n-169-\n\nstatements or demands, assumption fees, modification\nfees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient funds or other amounts the Master\nServicer or the Special Servicer would be entitled to retain as additional servicing compensation need not be deposited by the Master\nServicer in its Collection Account. If the Master Servicer shall deposit in its Collection Account any amount not required to be deposited\ntherein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. Assumption,\nextension and modification fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special\nServicer as additional servicing compensation.\n\nUpon receipt of any of the\nforegoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer\nshall remit within two (2) Business Days of properly identified and available amounts to the Master Servicer for deposit into the Collection\nAccount, in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO\nProperty shall be deposited by the Special Servicer into its REO Account and remitted to the Master Servicer for deposit into its Collection\nAccount, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,\nthe Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver\nany such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments\nin accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master Servicer\nshall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer shall give written notice to the Certificate\nAdministrator of the new location of its Collection Account prior to any change thereof.\n\n(b)              \nThe Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution\nAccount and the Interest Reserve Account in trust for the benefit of the Certificateholders, (ii) the Gain-on-Sale Reserve\nAccount in trust for the benefit of the Certificateholders, and (iii) the Upper-Tier REMIC Distribution Account in trust for\nthe benefit of the Certificateholders. The Master Servicer shall deliver to the Certificate Administrator each month on or before the\nP&I Advance Date therein, for deposit in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable\nto the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d)\nof the definition of Available Funds) for the related Distribution Date then on deposit in the Collection Account maintained by the Master\nServicer after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long\nas Computershare Trust Company, National Association is the Certificate Administrator, all funds held in the Distribution Account and\nthe Interest Reserve Account shall remain uninvested.\n\nWith respect to each Serviced\nCompanion Loan, the Companion Paying Agent shall establish and maintain the Companion Distribution Account, which may be a subaccount\nor ledger account of the Collection Account, for distributions to each Serviced Companion Noteholder. Funds in the Companion Distribution\nAccount shall be held for the benefit of the related Serviced Companion Noteholders. The Companion Paying Agent shall separately track\nfor each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such Serviced Companion Loan.\nOn each Serviced Whole Loan Remittance Date, (1) *first*, the Master Servicer shall withdraw from its Collection Account (or\napplicable portion thereof) an\n\n-170-\n\naggregate amount equal to all payments and/or\ncollections actually received on, and payable in respect of, the applicable Serviced Companion Loan prior to such date and deposit such\namount in the Companion Distribution Account; provided, however, that in no event shall the Master Servicer be required\nto transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party\nto this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; and (2) *then*, the\nCompanion Paying Agent shall make the payments and remittance described in Section 4.01(k). With respect to any Serviced Whole\nLoan, in the event the Master Servicer has received written notice that an Other Servicer or Other Trustee has made an advance of a monthly\ndebt service payment on a related Serviced Pari Passu Companion Loan and the Master Servicer subsequently receives Late Collections in\nrespect of such advanced payment, the Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business\nDays following receipt of such Late Collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion\nLoan in accordance with the terms of this Agreement and the related Intercreditor Agreement.\n\nThe Lower-Tier REMIC\nDistribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account and the Interest Reserve\nAccount, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.\n\nIn addition to the amounts\nrequired to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer\nshall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:\n\n(i)                                any\namounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other\nthan the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment\nInterest Shortfalls;\n\n(ii)                             any\nP&I Advances required to be made by the Master Servicer in accordance with Section 4.03;\n\n(iii)                          any\nLiquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R\nCertificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01\n(exclusive of that portion thereof required to be deposited in the Collection Account pursuant to Section 9.01);\n\n(iv)                          any\nPrepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and\n\n(v)                             any\nother amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of this\nAgreement.\n\nIf, as of the close of business\n(New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)\nthrough (v) is required to\n\n-171-\n\nbe delivered hereunder, the Master Servicer\nshall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account the amounts required\nto be deposited therein pursuant to the provisions of this Agreement (including any P&I Advance with respect to the Mortgage Loans,\npursuant to Section 4.03(a)), the Master Servicer shall pay the Certificate Administrator interest on such late payment at\nthe Prime Rate from and including the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i))\nuntil (but not including) the date such late payment is received by the Certificate Administrator.\n\nThe Certificate Administrator\nshall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account any and all amounts received by the Certificate Administrator\nthat are required by the terms of this Agreement to be deposited therein.\n\nPromptly on each Distribution\nDate, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the\nUpper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution\nAmount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the\nLower-Tier Regular Interests as specified in Section 4.01(a), Section 4.01(c) and Section 4.01(e), as applicable.\n\nFunds on deposit in the Gain-on-Sale\nReserve Account, the Interest Reserve Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution\nAccount shall not be invested for so long as Computershare Trust Company, National Association is the Certificate Administrator; provided,\nhowever, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator\n(but only if the Certificate Administrator is not Computershare Trust Company, National Association) in Permitted Investments selected\nby the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution\nDate which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment\nshall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by\nthe Certificate Administrator, shall be made in the name of “Computershare Trust Company, National Association, as Certificate Administrator,\nfor the benefit of Deutsche Bank National Trust Company, as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2026-5C9,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9, as their interests may appear”, or in the name of any successor\ntrustee, as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-5C9, as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer\nshall be liable for any loss incurred on such Permitted Investments.\n\nAn amount equal to all income\nand gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject\nto its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the\naccount of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments)\nin the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits\nin or transfers to the Distribution Accounts, as the case may be, any amount\n\n-172-\n\nnot required to be deposited therein or transferred\nthereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision\nherein to the contrary notwithstanding.\n\nOn the Closing Date, the\nDepositor shall deposit $180,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the\nLegal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2026 upon receipt by the Certificate Administrator\nfrom the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay such legal invoice\nfrom and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall be sent by email to\nCCTCMBSBondAdmin@computershare.com, along with a copy of the invoice, and a subject line reference of “WFCM 2026-5C9 Legal Fee Reserve\nAccount”. The Legal Fee Reserve Account will not be a part of the Trust Fund or any Trust REMIC. The Depositor will be the beneficial\nowner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.\n\nUpon the depletion of the\nLegal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,\nand thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall have no\nresponsibility in connection therewith.\n\nThe Certificate Administrator\nshall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution\nDate, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance\nwith directions provided by the Depositor.\n\nAs of the Closing Date, the\nInterest Reserve Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account shall be located\nat the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicer and\nthe Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier\nREMIC Distribution Account, and, if established and the Gain-on-Sale Reserve Account prior to any change thereof.\n\nFor the avoidance of doubt,\nthe Collection Account (other than the Companion Distribution Account, if it is a sub-account of the Collection Account), the Lower-Tier\nREMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve\nAccount (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the\nCompanion Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion\nHolders; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account)\nwill be owned by the Upper-Tier REMIC, each for federal income tax purposes.\n\n(c)              \n[Reserved].\n\n(d)              \n[Reserved].\n\n-173-\n\n(e)              \nThe Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale\nProceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders The Gain-on-Sale Reserve\nAccount shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for\nmortgage pass-through certificates of other series administered by the Certificate Administrator.\n\nUpon the disposition of any\nREO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale\nProceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable to any related Serviced Companion Loan\nin connection with such sale and remit such funds to the Master Servicer on the later of (x) the date that is on or prior to each\nDetermination Date or (y) two (2) Business Days after such amounts are received and properly identified, along with a notation of\nthe amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report. On the related Remittance Date, the Master\nServicer shall remit such funds that are allocable to the Mortgage Loan to the Certificate Administrator, who shall deposit such funds\ninto the Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance\nwith the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution\nAccount.\n\n(f)               \nAny Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the\nrelated Non-Serviced PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.\n\n(g)              \nIf any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)\nof this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the\n“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss\nof Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an\nEligible Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available Loss of Value\nPayments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall account\nfor the Loss of Value Reserve Fund as an “outside reserve fund” within the meaning of Treasury Regulations Section 1.860G-2(h)\nand not an asset of any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts\npaid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as paid to and distributed by the\nTrust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan\nSeller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable\nMortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be\ntaxable on all income earned thereon.\n\nSection 3.05       \nPermitted Withdrawals from the Collection Account, the Distribution\nAccounts and the Companion Distribution Account. (a)  The Master Servicer may, from time to time, make withdrawals\nfrom its Collection Account (or the applicable subaccount of the Collection Account exclusive of the Companion Distribution Account) for\nany of the following\n\n-174-\n\npurposes (the following not being an order of\npriority and without duplication of the same payment or reimbursement):\n\n(i)                                 (A) no\nlater than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit\nin the Lower-Tier REMIC Distribution Account the amounts required to be remitted by the Master Servicer pursuant to the first paragraph\nof Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant\nto the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution\nAccount the amounts required to be so deposited with respect to the Companion Loans;\n\n(ii)                              (A) to\npay itself (or, with respect to any Transferable Servicing Interest, to pay Trimont LLC if Trimont LLC is no longer the Master Servicer,\nany such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion\nLoan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant\nto this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO\nLoan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether\nin the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues,\nLiquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the\nSpecial Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO\nLoan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections\npursuant to Section 3.12(a), remaining unpaid *first*, out of related REO Revenues, Liquidation Proceeds, Insurance\nand Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case of such\npayment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement with\nrespect to a Serviced Whole Loan, *first*, from any related AB Subordinate Companion Loan, as applicable, and *then*, *pro\nrata* and *pari passu*, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, in accordance with\ntheir respective outstanding principal balances) and *then* out of general collections on the Mortgage Loans and REO Properties,\n(C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor\nConsulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable,\nthe Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)\nwith respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being\nlimited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect\nto the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO\nRevenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to\npay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b))\nAsset Representations Reviewer Asset Review Fee, if any, payable in\n\n-175-\n\nconnection with any Asset Review performed\nas a result of an Affirmative Asset Review Vote;\n\n(iii)                           to\nreimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s or the\nTrustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent\nLate Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans with\nrespect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I\nAdvances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts collected\nwith respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing\nshall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect\nto the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB\nSubordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection\nAccount; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed\nReimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement\nfor such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties\nserviced by the Master Servicer on deposit in such Collection Account from time to time that represent collections or recoveries of principal\nto the extent provided in clause (iv) below; and provided, further, that if such Advance becomes a Nonrecoverable\nAdvance, then such Advance shall be reimbursable pursuant to clause (v) below;\n\n(iv)                          to\nreimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the Master\nServicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv)\nwith respect to any Serviced Mortgage Loan or any related Companion Loan or any REO Property being limited to, as applicable, related\npayments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement\nrelating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement with\nrespect to a Serviced Whole Loan, *first*, from any related AB Subordinate Companion Loan (if any) and *then*, *pro rata*and *pari passu*, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their\nrespective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall\nnot limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to\nthe related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate\nCompanion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in such Collection Account\nrelated to any Mortgage Loan; provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement\nAmount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement\nfor such Servicing Advance\n\n-176-\n\nfrom the portion of general collections\nand recoveries on or in respect of the Mortgage Loans and REO Properties serviced by the Master Servicer on deposit in such Collection\nAccount from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;\nprovided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant\nto clause (v) below;\n\n(v)                             to\nreimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances *first*,\nout of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and\nany related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect thereto),\n*then*, out of the principal portion of general collections on the Mortgage Loans and REO Properties serviced by the Master Servicer,\n*then*, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject\nto any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections\non the Mortgage Loans and REO Properties serviced by the Master Servicer, (2) for Workout-Delayed Reimbursement Amounts, out\nof the principal portion of the general collections on the Mortgage Loans and REO Properties serviced by the Master Servicer net of such\namounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing\nAdvance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement\nwith respect to a Serviced Whole Loan, *first*, from any related AB Subordinate Companion Loan (if any) and *then*, *pro\nrata* and *pari passu*, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with\ntheir respective outstanding principal balances and provided, further, that, in case of such reimbursement with respect\nto Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this subclauses (1)\nand (2) of this clause (v), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on\ndeposit in such Collection Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of\nNonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with\nrespect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance\nwith the terms of the related Intercreditor Agreement (provided that, with respect to any AB Subordinate Companion Loan, the foregoing\nwith respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of\nthe related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the\nrelated Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and AB Subordinate Companion Loan), prior to reimbursement from\nother funds unrelated to such Serviced Whole Loan on deposit in such Collection Account related to any Mortgage Loan) or (3) to\npay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing\nFee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect\nto such Mortgage Loan or REO Property and the deposit into such Collection Account of all amounts received in connection therewith;\n\n-177-\n\n(vi)                          at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for\na related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including\nany such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)\nabove, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon in accordance\nwith Section 4.03(d) or Section 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing\nAdvance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above,\nto pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable\nthereon in accordance with Section 3.03(d) or Section 3.11(d) or (c) any Nonrecoverable Advances pursuant\nto clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may\nbe, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest\non P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion\nLoan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms\nof the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to\nthe related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan);\n\n(vii)                       to\nreimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by such\nPerson in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage Loan Seller\nor any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement, including,\nwithout limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any other obligation\nof the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect\nto any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount\npaid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition\nof Purchase Price;\n\n(viii)                    in\naccordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, *first*, out of\nLiquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and *then*out of general collections on the Mortgage Loans and REO Properties serviced by the Master Servicer, for any unreimbursed expense\nreasonably incurred by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under\nSection 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant\nto clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and\nInsurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the\nterms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, *first*, from any related AB Subordinate Companion\nLoan and *then*, *pro rata* and *pari passu*, from the related Serviced Pari Passu Mortgage\n\n-178-\n\nLoan and any related Serviced Pari Passu\nCompanion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate\nCompanion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any\namounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu\nCompanion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to\nthe Mortgage Loans;\n\n(ix)                            to\npay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) *first*, out of REO Revenues, Liquidation\nProceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and *then*out of general collections on the Mortgage Loans and REO Properties serviced by the Master Servicer; provided that, in case\nof such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor\nAgreement with respect to a Serviced Whole Loan, *first*, from any related AB Subordinate Companion Loan and *then*, *pro\nrata* and *pari passu*, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan\nin accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion\nLoan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts\ncollected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion\nLoans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage\nLoan;\n\n(x)                               to\npay itself, as additional servicing compensation in accordance with Section 3.11(a), (a)(1) interest and investment\nincome earned in respect of amounts relating to the Trust Fund held in such Collection Account and the Companion Distribution Account\nas provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to such Collection Account\nand the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I Advance\nDate related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage\nLoan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the related Mortgagor\nand to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced Companion\nLoan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (including\nSpecial Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d); and (b) to pay the\nSpecial Servicer, as additional servicing compensation in accordance with Section 3.11(d), Penalty Charges collected on\nSpecially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts then due and\npayable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on\nAdvances or costs and expenses incurred by the Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance\nwith Section 3.11(d));\n\n-179-\n\n(xi)                            to recoup any amounts deposited in such Collection Account in error;\n\n(xii)                         to\npay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective\ndirectors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,\nany amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b);\nprovided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)\nrelating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement, with\nrespect to a Serviced Whole Loan, *first*, from any related AB Subordinate Companion Loan and *then*, *pro rata* and *pari\npassu*, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their\nrespective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall\nnot limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to\nthe related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate\nCompanion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;\n\n(xiii)                      to\npay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),\n3.18(b), 3.18(d), 3.18(i), 3.18(l) and 10.01(f) to the extent payable out of the Trust Fund, (b) the\ncost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with an\namendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests\nof Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided\nthat, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms\nof the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, *pro rata* and *pari\npassu*, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective\noutstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, *first*, from the related AB Subordinate\nCompanion Loan (if any) and *then*, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a\n*pro rata* and *pari passu* basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall\nnot limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to\nthe related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate\nCompanion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;\n\n(xiv)                     to pay out of general collections on the Mortgage Loans and the REO Properties serviced by the Master Servicer any and all federal,\nstate and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses,\nto the extent that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor\npursuant to Section 10.01(g);\n\n-180-\n\n(xv)                        to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties serviced by the\nMaster Servicer for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);\n\n(xvi)                     to\npay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by such\nPerson pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date\nof purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section 2.03(b),\nto pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent to the date of substitution,\nand with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month\nof substitution, in accordance with Section 2.03(b);\n\n(xvii)                  to\nremit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the Interest\nReserve Account pursuant to Section 3.21;\n\n(xviii)               to\nreimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to Section 3.26(i);\n\n(xix)                      [Reserved];\n\n(xx)                         [Reserved];\n\n(xxi)                      to\nremit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant\nto Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)\nabove;\n\n(xxii)                   to\nclear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; and\n\n(xxiii)                to\npay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).\n\nThe Master Servicer shall\nalso be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement\nof amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable\nNon-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other\napplicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated\nby this Agreement, the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.\n\nThe Master Servicer shall\nkeep and maintain separate accounting records, on a loan-by-loan and, when appropriate, on a property-by-property basis,\nfor the purpose of justifying any withdrawal from its Collection Account.\n\n-181-\n\nThe Master Servicer shall\npay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer from\nits Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the\nSpecial Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible Officer of the Trustee\nor the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee, the Certificate Administrator,\nthe Operating Advisor or the Asset Representations Reviewer is entitled. The Master Servicer may rely conclusively on any such certificate\nand shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting\nfor each Specially Serviced Loan and REO Loan, on a loan-by-loan and, when appropriate, on a property-by-property basis,\nfor the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written certificate\nis required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on\na Corrected Loan.\n\nNotwithstanding anything\nto the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,\nthe Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out of general\ncollections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable\nto the related Companion Loan, as applicable.\n\n(b)              \nThe Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any\nof the following purposes (the following not being an order of priority):\n\n(i)                                to\nbe deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any\nPrepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC\nDistribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant\nto Section 4.01(c);\n\n(ii)                             to\npay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any\namounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);\n\n(iii)                          to\npay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated\nby Section 8.05(a) with respect to the Mortgage Loans;\n\n(iv)                          to\npay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as\nprovided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate\nAdministrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or\nthe Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out\nof the Trust Fund, (D) the Trustee, the Certificate Administrator,\n\n-182-\n\nthe Master Servicer or the Special Servicer\nas contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the\nTrustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or\nSection 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator,\nwhich amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to\nSection 13.01(g);\n\n(v)                              to\npay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions\nof any such Trust REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,\nthe REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);\n\n(vi)                          to\npay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier\nREMIC or the Upper-Tier REMIC;\n\n(vii)                       to\npay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited therein;\n\n(viii)                    to\nclear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;\nand\n\n(ix)                           termination\nof this Agreement pursuant to Section 9.01.\n\n(c)              \n[Reserved].\n\n(d)              \nThe Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account\nfor any of the following purposes:\n\n(i)                                 to\nmake distributions to the Holders of the Regular Certificates and to the Holders of the Class R Certificates in respect of the\nClass UR Interest on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable;\nand\n\n(ii)                              to\nclear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.\n\n(e)              \n[Reserved].\n\n(f)               \nNotwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection\nAccount and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),\nthe Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(iii),\nthen the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii)\nand then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that\namounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount\nof such Certificate Administrator\n\n-183-\n\nFee, the Certificate Administrator shall be\npaid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the\nfull amount of Advances and interest thereon listed in Sections 3.05(a)(ii), 3.05(a)(iii), 3.05(a)(iv),\n3.05(a)(v), and 3.05(a)(vi) then reimbursements shall be paid *first* to the Certificate Administrator and to the Trustee,\n*pro rata*, *second* to the Special Servicer, *third* to the Master Servicer and *then* to the Operating Advisor.\n\n(g)              \nIf any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related\nServiced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided that,\n(1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the\noccurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have\nprovided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such final Distribution Date)\ntransfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer\nfor deposit into the Collection Account for the following purposes:\n\n(i)                                 to\nreimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,\nfor any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with\nany interest on such Advances);\n\n(ii)                              to\npay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense\nor Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss\nof Value Payments, would constitute an additional expense of the Trust;\n\n(iii)                           to\noffset any portion of Realized Losses, that are attributable to such Mortgage Loan or related REO Property, as the case may be (as calculated\nwithout regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor\nREO Loan;\n\n(iv)                           following\nthe occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers\nfrom the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)\nas to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii)\nin respect of any other Mortgage Loan or Serviced REO Loan; and\n\n(v)                              On\nthe final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,\nto each Mortgage Loan Seller, its *pro rata* share, based on the amount that it contributed, net of any amount contributed by such\nMortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses, that\nare attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable\nAdvances incurred with respect to the Mortgage Loan related to such contribution.\n\n-184-\n\n(h)              \nAny Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior\nparagraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO\nLoan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to a Collection\nAccount pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect\nof the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover\nan item contemplated by clauses (i)-(iv) of the prior paragraph.\n\n(i)                \nThe Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions\npursuant to Section 4.01(k).\n\nSection 3.06       \nInvestment of Funds in Collection Account, REO Accounts and Loss of\nValue Reserve Fund. (a)  The Master Servicer may direct any depository institution maintaining the Collection Account\n(with respect to the Master Servicer), the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer\n(for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository\ninstitution maintaining its REO Account and Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment\nAccount”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or more\nPermitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business\nDay immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement,\nif a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date\non which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such\naccount is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in\nan Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on behalf of the Trustee\n(in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion\nDistribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO\nAccount, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall\nmaintain continuous physical possession of any Permitted Investment of amounts in such Collection Account, such Companion Distribution\nAccount, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a “certificated\nsecurity,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the\nUCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the UCC or any\nother applicable law. In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning\nof Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as the case may be, shall take or cause to\nbe taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement. In\nthe event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master\nServicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the\nMaster Servicer) or the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained\nby or for the Special Servicer) shall:\n\n-185-\n\n(i)                                 consistent\nwith any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise\nmature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required to\nbe withdrawn on such date; and\n\n(ii)                              demand\npayment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate Administrator\nor the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter\non deposit in the Investment Account.\n\n(b)              \nInterest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any\nServicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such\naccount for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current\nDistribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts)\nnot required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance\nwith Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited\nin the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the\nNet Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including\nthe immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject\nto its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted\nInvestment (as to which the Master Servicer or Special Servicer, as the case may be, would have been entitled to any Net Investment Earnings\nhereunder) directed to be made by the Master Servicer or the Special Servicer, as the case may be, and on deposit in any of the Collection\nAccount, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer\n(in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer),\nthe Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special\nServicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment\nLoss, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I\nAdvance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall\ndeposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the\nfederal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository institution\nor trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment was made (and\nsuch federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer or the Special Servicer,\nas applicable, unless such depository institution or trust company satisfied the qualification set forth in the definition of Eligible\nAccount both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).\n\n(c)              \nExcept as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted\nInvestment, or if a default occurs in\n\n-186-\n\nany other performance required under any Permitted\nInvestment, the Master Servicer may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated\nto any Class shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution\nof appropriate proceedings.\n\nSection 3.07       \nMaintenance of Insurance Policies; Errors and Omissions and Fidelity\nCoverage. (a)  The Master Servicer (with respect to the applicable Serviced Mortgage Loans and any related Serviced\nCompanion Loan) shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect\nto a Non-Serviced Mortgage Loan), and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged\nProperties) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required\nunder the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance\nDefault (and except as provided in the next sentence with respect to the Master Servicer or the Special Servicer, as the case may be).\nIf the Mortgagor does not so maintain such insurance coverage, subject to its nonrecoverability determination with respect to any required\nServicing Advance, the Master Servicer (with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan) or the Special\nServicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is\nrequired under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is available\nto the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as\ndetermined (provided that any determination that such insurance coverage is not available or not available at commercially reasonable\nrates shall be made (i) prior to the occurrence and continuance of any Control Termination Event and other than with respect to any\nExcluded Loan, with the consent of the Directing Certificateholder, (ii) after the occurrence and during the continuance of a Control\nTermination Event, but prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to an Excluded\nLoan, after consultation with the Directing Certificateholder or, in each case, with respect to any Serviced AB Whole Loan, prior to the\noccurrence and continuance of a related AB Control Appraisal Period, with the consent of the holder of the related AB Subordinate Companion\nLoan) and (iii), after consultation by the Special Servicer with the Risk Retention Consultation Party (if the related Mortgage Loan is\na Specially Serviced Loan) pursuant to Section 6.08(a) (in the case of the Directing Certificateholder and Risk Retention Consultation\nParty, other than with respect to any Excluded Loan as to such party). Such determination shall be made by the Master Servicer (with respect\nto the Serviced Mortgage Loans and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other\nthan any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable\nInsurance Default as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with\nrespect to a Specially Serviced Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to\nthe Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property,\nthe Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing\nStandard taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately\npreceding proviso, the Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor\nto maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s\nfailure is an Acceptable Insurance\n\n-187-\n\nDefault (as determined by the Master Servicer\n(with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan)) (i) unless\na Control Termination Event has occurred and is continuing and other than with respect to any Excluded Loan, with the consent of the Directing\nCertificateholder, (ii) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence\nand continuance of a Consultation Termination Event and other than with respect to an Excluded Loan, after consultation with the Directing\nCertificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related\nAB Control Appraisal Period, the Special Servicer with the consent of the Serviced AB Whole Loan Controlling Holder) and (iii), after\nconsultation with the Risk Retention Consultation Party (if the related Mortgage Loan is a Specially Serviced Loan) and only in the event\nthe Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as the case\nmay be, and, if available, can be obtained at commercially reasonable rates. Each of the Master Servicer and the Special Servicer shall\nbe entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available\nat commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the\nSpecial Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO\nProperty (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor\nunder the related Mortgage Loan documents unless the Special Servicer determines ((i) unless a Control Termination Event has occurred\nand is continuing and other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder, (ii) after\nthe occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation\nTermination Event and other than with respect to an Excluded Loan, after consultation with the Directing Certificateholder (or, in each\ncase, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with\nthe consent of the Serviced AB Whole Loan Controlling Holder) and (iii), after consultation with the Risk Retention Consultation Party\n(if the related Mortgage Loan is a Specially Serviced Loan)) that such insurance is not available at commercially reasonable rates or\nthat the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the\nSpecial Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain\na “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance\nmaintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan,\nother than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO\nProperties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include\ncoverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or\nthe REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related\nServiced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance\nprovisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted\nunder the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party\n(except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject\nto the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer\n\n-188-\n\nauthorized under applicable law to issue such\nInsurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance Policies (other than\namounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the\nrelated Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall\nbe deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master\nServicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other\nthan REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so,\nshall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if\nsuch Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged\nto the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to\nthe unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such\nMortgage Loan or Serviced Companion Loan so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies\nwith respect to REO Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)\nor, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such\nAdvance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid\nout of the Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if\nit were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer shall not be required\nto maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless\nsuch insurance was required at the time of origination of the related Serviced Mortgage Loan and is currently available at commercially\nreasonable rates.\n\nNotwithstanding the foregoing,\nwith respect to the Serviced Mortgage Loans and any related Serviced Companion Loan that either (x) require the Mortgagor to maintain\n“all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally\nrequiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage Loan (including\nany related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master Servicer shall,\nconsistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for\nthe related Mortgaged Property contain Additional Exclusions; provided that the Master Servicer shall be entitled to conclusively\nrely upon certificates of insurance in determining whether such policies contain Additional Exclusions, (B) request the Mortgagor\nto either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for\nfailing to purchase such insurance and (C) if the related Mortgage Loan is a Specially Serviced Loan, notify the Special Servicer\nif it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the\nMaster Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails\nto purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. In addition, upon\nthe written request of the Risk Retention Consultation Party with respect to any individual triggering event, the Special Servicer shall\nconsult on a non binding basis pursuant to Section 6.08(a) with the Risk Retention Consultation\n\n-189-\n\nParty (provided, that the related Mortgage\nLoan is not an Excluded Loan as to such party and, prior to the occurrence and continuance of a Consultation Termination Event, the related\nMortgage Loan must also be a Specially Serviced Loan) within the same time period as it would obtain consent of, or consult with, the\nDirecting Certificateholder in connection with any such determination by the Special Servicer of an Acceptable Insurance Default. If the\nMaster Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan)\ndetermines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special Servicer (with\nrespect to such determination made by the Special Servicer) shall notify the Master Servicer, and the Master Servicer (in the case of\na Specially Serviced Loan, after notice from the Special Servicer) shall use efforts consistent with the Servicing Standard to cause such\ninsurance to be maintained. The Master Servicer and the Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance\nconsultants in making such determinations. The Master Servicer and Special Servicer shall be entitled to rely on insurance consultants\n(at the expense of the Master Servicer or Special Servicer, as applicable) in determining whether Additional Exclusions exist. Furthermore,\nthe Master Servicer or the Special Servicer, as applicable, shall promptly deliver such conclusions in writing to the 17g-5 Information\nProvider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten\n(10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more\nthan 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the Master\nServicer or the Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder\nor the holder of any Companion Loan or, with respect to any Serviced AB Whole Loan, the related Subordinate Companion Holder, and/or with\nrespect (solely with respect to Specially Serviced Loans) upon the request of the Risk Retention Consultation Party, consulting (on a\nnon-binding basis) with the Risk Retention Consultation Party pursuant to Section 6.08(a), neither the Master Servicer\nnor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain)\nsuch insurance and will not be in default of its obligations as a result of such failure and the Master Servicer will not itself maintain\nsuch insurance or cause such insurance to be maintained.\n\n(b)              \n(i)  If the Master Servicer or the Special Servicer shall\nobtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage\nLoans (including any related Serviced Companion Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than\nwith respect to a Non-Serviced Mortgaged Property), as the case may be, required to be serviced and administered hereunder, then,\nto the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer\nor the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be maintained\non the related Mortgaged Properties or REO Properties. Such Insurance Policy may contain a deductible clause, in which case the Master\nServicer or the Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire\nand hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses\nwhich would have been covered by such Insurance Policy, promptly deposit into its Collection Account from its own funds the amount of\nsuch loss or losses that would have been covered under the individual policy but are not covered under the blanket Insurance Policy because\nof such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage\nLoan (including any related Serviced Companion Loan), or in\n\n-190-\n\nthe absence of such deductible limitation,\nthe deductible limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and Master\nServicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself,\nthe Trustee, Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such\npolicy. The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties\n(other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the\ncost of which shall be a Servicing Advance.\n\n(ii)                              If\nthe Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single interest\nor force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf of the Trustee\nas the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required,\nthe Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause such insurance to\nbe maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer or the Special Servicer shall\ncause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed insurance policy, the incremental\ncosts of such insurance applicable to such Mortgaged Property or REO Property (*i.e.*, other than any minimum or standby premium\npayable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by the Master Servicer\nas a Servicing Advance. Such master single interest or force-placed policy may contain a deductible clause, in which case the Master\nServicer or the Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO\nProperty a policy otherwise complying with the provisions of Section 3.07(a), and there shall have been one or more losses\nwhich would have been covered by such policy had it been maintained, deposit into the Collection Account from its own funds the amount\nnot otherwise payable under the master single or force-placed interest policy because of such deductible clause, to the extent that\nany such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion\nLoan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.\n\n(c)              \nEach of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect\nthroughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering\nlosses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions. Such\namount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or\nthe Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the\ncoverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special\nServicer and the Master Servicer will promptly report in writing to the Trustee any material changes that may occur in their respective\nfidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be, and will furnish to the Trustee\ncopies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.\n\n-191-\n\n(d)              \nAt the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a\nNon-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),\nthe Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable\nlaw and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related Mortgagor shall\ndefault in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially reasonable rates\n(as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee, has an insurable\ninterest therein), flood insurance in respect thereof, but only to the extent the related Serviced Mortgage Loan or related Serviced Companion\nLoan permits the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such\nflood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any\nrelated Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood\nInsurance Act of 1968, as amended, *plus* such additional excess flood coverage with respect to the Mortgaged Property, if any, in\nan amount consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master\nServicer shall promptly make a Servicing Advance for such costs.\n\n(e)              \nDuring all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in\na federally designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially\nreasonable rates (as determined by the Special Servicer prior to the occurrence and continuance of a Control Termination Event, and in\nconsultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in either such case, with the consent of the Directing\nCertificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan)) (in accordance with the Servicing Standard),\na flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing\ncoverage not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended,\n*plus* such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing\nStandard. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related\nREO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master\nServicer as a Servicing Advance.\n\n(f)               \nNotwithstanding anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the\ndeposit account or claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its\nimmediate or remote parent), as applicable, is rated at least “A-” by Fitch (if rated by Fitch) or “A3” by\nMoody’s, the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed\nto provide self-insurance with respect to any of its obligations under this Section 3.07.\n\n(g)              \nEach of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full\nforce and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer\ncovering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.\n\n-192-\n\nSection 3.08       \nEnforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Serviced Mortgage Loan\nand any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which\nby its terms:\n\n(i)                                 provides\nthat such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the\nsale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor;\nor\n\n(ii)                              provides\nthat such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with any\nsuch sale or other transfer;\n\nthen, for so long as such Mortgage Loan or\nrelated Serviced Companion Loan is being serviced under this Agreement, other than with respect to an action that constitutes a Master\nServicer Decision pursuant to clause (xiii), (xiv) or (xvi) of the definition thereof the Special Servicer,\non behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan\nor related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent\nwith the Servicing Standard or (b) waive any right to exercise such rights, provided that if such matter is a Major Decision,\n(i) (A) prior to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan\nwith respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Special Servicer has obtained\nthe prior written consent (or deemed consent) of the Directing Certificateholder to the extent required by, and pursuant to the process\ndescribed under Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder\nor the Holder of the majority of the Controlling Class, a Control Termination Event shall have occurred and be continuing, and no Consultation\nTermination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder\nif and to the extent required pursuant to Section 6.08(a), (C) after the occurrence and during the continuance of an\nOperating Advisor Consultation Event, the Special Servicer shall have consulted with the Operating Advisor if and to the extent required\npursuant to Section 6.08(a) and (D) if such Mortgage Loan is not an Excluded Loan with respect to the Risk Retention Consultation\nParty and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing,\nthe Special Servicer shall have consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section\n6.08(a), (provided that in the case of clause (A), clause (B) and clause (C) such consent\nshall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or\nconsultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s written\nrecommendation and analysis with respect to such waiver and all information reasonably requested by the Directing Certificateholder, the\nOperating Advisor or the Risk Retention Consultation Party, as applicable, and reasonably available to the Special Servicer with respect\nto such proposed waiver or proposed granting of consent or conduct such consultation), and (ii) with respect to any Mortgage Loan\n(x) with a Stated Principal Balance greater than or equal to $35,000,000, (y) with a Stated Principal Balance greater than or\nequal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage\nLoans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same\n\n-193-\n\nMortgagor (or an Affiliate thereof), that is\none of the ten (10) largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or Special Servicer, as the\ncase may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation\nof any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current\nratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered\nsatisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to\nSection 3.25), provided, however, that with respect to sub-clauses (y) and (z) of this\nsub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating\nAgency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect\nto the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination\nEvent has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection\nwith the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,\nin respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.\n\nWith respect to any “due-on-sale”\nmatter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention\nConsultation Party or the holder of the majority of the VRR Interest upon request of the Risk Retention Consultation Party, the Special\nServicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence\nand continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance\nof a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent of, or consult with,\nthe Directing Certificateholder with respect to such Major Decision.\n\nIn connection with any request\nfor a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating\nagencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as the case may be, shall (if not\nalready provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information\nProvider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25\nof this Agreement.\n\nIf any Serviced Mortgage\nLoan or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan may be assumed or transferred\nwithout the consent of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied\nwhere no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan\nor related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially\nServiced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of\nrecord, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied.\n\n-194-\n\n(b)              \nAs to each Serviced Mortgage Loan and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-encumbrance”\nclause that by its terms:\n\n(i)                                 provides\nthat such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the\ncreation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals\nof the Mortgagor; or\n\n(ii)                              requires\nthe consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or equity\ninterests in the Mortgagor or principals of the Mortgagor;\n\nthen, for so long as such Mortgage Loan or\nrelated Serviced Companion Loan is being serviced under this Agreement (and other than with respect to an action that constitutes a Master\nServicer Decision pursuant to clause (xiii), clause (xiv) or clause (xvi) of the definition thereof\nwith respect to such “due-on-encumbrance” clause) the Special Servicer, on behalf of the Trustee as the mortgagee\nof record, shall (a) exercise any right it may have with respect to such Serviced Mortgage Loan or related Companion Loan (x) to\naccelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent\nwith the Servicing Standard or (b) waive its right to exercise such rights, provided that, if such matter is a Major Decision,\n(i) (A) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority\nof the Controlling Class, no Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision,\nthe prior written consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to the\nextent required by, and pursuant to the process described under, Section 6.08(a), and (B) if such Mortgage Loan is not\nan Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, a Control Termination\nEvent shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special\nServicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a),\n(C) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall have consulted\nwith the Operating Advisor if and to the extent required pursuant to Section 6.08(a) and (D) if such Mortgage Loan is not\nan Excluded Loan with respect to the Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially Serviced Loan or (y)\na Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Risk Retention\nConsultation Party if and to the extent required pursuant to Section 6.08(a), (provided that in the case of clause (A),\nclause (B) and clause (C) such consent shall be deemed given or such consultation shall be deemed to have occurred,\nas applicable, if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business\nDays after receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the\nDirecting Certificateholder, the Operating Advisor or the Risk Retention Consultation Party, as applicable, and reasonably available to\nthe Special Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) the Special Servicer has\nobtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not\nresult in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities\n(if any) (provided that such rating agency confirmation may\n\n-195-\n\nbe considered satisfied in the same manner\nas any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) if\nsuch Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of\nthe outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has\na debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the\nMortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one of the\nten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $35,000,000; provided,\nhowever, that with respect to sub-clauses (A), (B), (C) and (D) of this sub-clause (ii),\nsuch Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement\nto apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder\nor the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing),\nthe Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions\ninvolving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance\nwith the procedures set forth in Section 6.08 for consulting with the Operating Advisor.\n\nWith respect to any “due-on-encumbrance”\nmatter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention\nConsultation Party or the holder of the majority of the VRR Interest upon request of the Risk Retention Consultation Party, the Special\nServicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence\nand continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance\nof a Consultation Termination Event, all Mortgage Loans within the same time period as it would obtain the consent of, or consult with,\nthe Directing Certificateholder with respect to such Major Decision.\n\nIn connection with any request\nfor a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating\nagencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already provided in accordance with Section 3.25\nof this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities,\nthe related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.\n\nTo the extent permitted by\nthe related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)\nshall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs\nof obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make the related Mortgagor bear\nsuch costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall be\nadvanced as a Servicing Advance.\n\nIf any Mortgage Loan or related\nCompanion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee,\nprovided that certain conditions contained in the related Mortgage Loan documents are\n\n-196-\n\nsatisfied where no mortgagee discretion is\nnecessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Companion Loan is\nbeing serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer\n(with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions\nhave been satisfied.\n\nAfter receiving a request\nfor any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with\nrespect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that\nis a Non-Specially Serviced Loan and other than any transfers provided for in clause (xiii) of the definition of\n“Master Servicer Decision” and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes\na Master Servicer Decision pursuant to clause (xiii), (xiv) or (xvi) of the definition of “Master Servicer\nDecision”, the Master Servicer shall promptly forward such request to the Special Servicer and unless the Master Servicer and the\nSpecial Servicer mutually agree that the Master Servicer shall process such request the Special Servicer shall process such request (including,\nwithout limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further\nobligation with respect to such request or due-on-sale or due-on-encumbrance. The Master Servicer shall continue to cooperate\nwith the Special Servicer by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested\nby the Special Servicer relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance”\nclause. Unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Master\nServicer will not be permitted to process any request relating to such consent or waiver with respect to a “due-on-sale”\nor “due-on-encumbrance” clause (other than any transfers provided for in clause (xiii) of the definition\nof “Master Servicer Decision” and other than any waiver of a “due-on-encumbrance” clause which waiver\nconstitutes a Master Servicer Decision pursuant to clause (xiii), (xiv) or (xvi) of the definition of “Master\nServicer Decision”) and will not be permitted to process any Major Decision or Special Servicer Decision or be required to interface\nwith the Mortgagor or provide a written recommendation and analysis with respect to any such request. If the Master Servicer and the Special\nServicer mutually agree that the Master Servicer shall process such request, the Master Servicer will be required to provide the Special\nServicer with the Master Servicer’s written recommendation and analysis, to the extent the Master Servicer is recommending approval,\nand all information in the Master Servicer’s possession that may be reasonably requested by the Special Servicer in order to grant\nor withhold such consent by the Special Servicer or the Directing Certificateholder or other person with consent or consultation rights,\nand the Special Servicer will be entitled (subject to any applicable consultation rights of the Operating Advisor or any applicable consent\nor consultation rights of the Directing Certificateholder or any applicable consultation rights of any related Companion Holders) to grant\nor withhold its consent to such request; provided that in the event that the Special Servicer does not respond within ten (10)\nBusiness Days after receipt of such written recommendation and analysis and all such reasonably requested information, *plus* the\ntime period provided to the Directing Certificateholder or other relevant party under this Agreement and, if applicable, any additional\ntime period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s consent to such matter\nshall be deemed granted.\n\n(c)              \nNothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to\nreceive notice of any assumption of a Mortgage Loan, any sale or\n\n-197-\n\nother transfer of the related Mortgaged Property\nor the creation of any additional lien or other encumbrance with respect to such Mortgaged Property.\n\n(d)              \nExcept as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, no Master Servicer\nor Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,\nin connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer and\nthe Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision of any such waivers\nto the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a) or\n(b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee, the\nCertificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to\nthe 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the\nrelated Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or\n(b) and shall forward thereto a copy of such agreement.\n\n(e)              \n[Reserved].\n\n(f)               \nFor the avoidance of doubt, no Master Servicer or Special Servicer may waive its rights or grant its consent under any “due-on-sale”\nor “due-on-encumbrance” clause other than in compliance with the provisions of Section 3.08(a) through\n(d) hereof. In the case of a Special Servicer, no such waiver or consent that constitutes a Major Decision shall be made without\n(x) (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any\nExcluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the consent (or\ndeemed consent) of the Directing Certificateholder having been obtained if and to the extent required by, and pursuant to the process\ndescribed under Section 6.08(a), (y) (i) after the occurrence and during the continuance of a Control Termination\nEvent but prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan with\nrespect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, after having consulted with the Directing\nCertificateholder if and to the extent required pursuant to Section 6.08(a) or (z) after the occurrence and during the\ncontinuance of an Operating Advisor Consultation Event, consultation with the Operating Advisor pursuant to Section 6.08(a).\n\n(g)              \n[Reserved].\n\n(h)              \nNotwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable,\nmakes a determination under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related Mortgage\nLoan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee\nhave been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise\nprohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents\ndoes not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).\n\n-198-\n\nSection 3.09       \nRealization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage Loan\ndocuments related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written\nnotice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special\nServicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24,\nsubject to the Directing Certificateholder’s, the Risk Retention Consultation Party’s and Operating Advisor’s respective\nrights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor\nAgreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or\nthis Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert\n(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage\nLoan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including by\nway of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant\nto any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered\ndamage from an Uninsured Cause, the Master Servicer or the Special Servicer shall not be required to make a Servicing Advance and expend\nfunds toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such restoration\nwill increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer\nor the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined\nthat such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and\nexpenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in\neach case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09\nshall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged\nProperty at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the\nMaster Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b)\nand the results of any Appraisal obtained pursuant to the following sentence, all such bids to be made in a manner consistent with\nthe Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing\nthe fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes\nof making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have\nan Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by\nthe Master Servicer as a Servicing Advance.\n\n(b)              \nThe Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:\n\n(i)                                such\npersonal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special\nServicer; or\n\n-199-\n\n(ii)                              the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing\nAdvance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion\nLoan) will not cause an Adverse REMIC Event.\n\n(c)              \nNotwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer\nnor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or\ntake any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders\nand/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or\nto be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,\nunless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously determined\nin accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an Independent\nPerson who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition of title or\nother action, that:\n\n(i)                                 such\nMortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,\nthat it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion\nHolders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take\nsuch actions as are necessary to bring such Mortgaged Property in compliance with such laws, and\n\n(ii)                              there\nare no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which\ninvestigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal,\nstate or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after\nconsultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect\nto any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion\nHolders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.\n\nThe cost of any such Environmental\nAssessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action\ncontemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as\na Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case\nof a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from its Collection\nAccount, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise\npayable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall,\nexcept with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform\nsuch additional environmental testing at the expense\n\n-200-\n\nof the Trust as it deems necessary and prudent\nto determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied.\nWith respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially Serviced Loans, the Special Servicer\n(other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing claims\nand shall monitor the dates by which any claim or action must be taken (including delivering any notices to the insurer and using reasonable\nefforts to perform any actions required under such policy) under each environmental insurance policy in effect and obtained on behalf\nof the mortgagee to receive the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee\n(as holder of the Lower-Tier Regular Interests).\n\n(d)              \nIf (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions\nset forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied\nwith respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan,\nand (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 4\nof each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted\nLoan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as\nit deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby\nauthorized, with the consent of the Directing Certificateholder and after consultation with the Risk Retention Consultation Party pursuant\nto Section 6.08(a) (in each case, ((A) prior to the occurrence and continuance of a Control Termination Event (or with respect to\nany AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence\nand continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan) at such time as it deems appropriate\nto release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding\nprincipal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related\nMortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master\nServicer, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, prior\nto the occurrence and continuance of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk\nRetention Consultation Party other than with respect to any Excluded Loan as to such party), in writing of its intention to so release\nsuch Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the\nSpecial Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to\nSection 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder as required above,\nthe Holders of Certificates entitled to more than 50% of the Voting Rights shall have consented or have been deemed to have consented\nto such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s\nWebsite (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent\nany fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such\nfee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such\nfee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.\n\n-201-\n\n(e)              \nThe Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing\nCertificateholder (and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan), the Master\nServicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged\nProperty securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c)\nabove has revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has\nnot been satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage\nLoan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.\n\n(f)               \nThe Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to\nthe IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported with\nrespect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall report to the IRS\nand the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via IRS Form 1099A\nor IRS Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment and foreclosure to the extent such information\nhas been provided to the Master Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report\nto the Trustee and the Certificate Administrator.\n\n(g)              \nThe Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance\nof an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan\n(and if applicable, the related Companion Loan) permit such an action.\n\n(h)              \nThe Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination\nin respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property\n(other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an\nOfficer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the\nRisk Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention Consultation Party, other\nthan with respect to any Excluded Loan as to such party) and the Master Servicer and in no event later than the next succeeding P&I\nAdvance Determination Date.\n\nSection 3.10       \nTrustee and Certificate Administrator to Cooperate; Release of Mortgage\nFiles. (a)  Upon the payment in full of any Serviced Mortgage Loan, or the receipt by the Master Servicer or the\nSpecial Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes,\nthe Master Servicer or the Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery\nof the related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer\nand shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required\nto be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit,\nhave been or will be so deposited. Within seven (7) Business Days (or within such\n\n-202-\n\nshorter period as release can reasonably be accomplished\nif the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian\nshall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case may be; provided that in the\ncase of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released\nby the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction\nor deed of reconveyance shall be chargeable to the Collection Account.\n\n(b)              \nFrom time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage\nLoan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release\nsigned by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to\nthe Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to\nthe Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the\nSpecial Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion\nLoan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited\ninto the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a)\nhave been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released\nby the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being released\nupon termination of the Trust.\n\n(c)              \nWithin seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer\nnotifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,\nrequests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property\nor to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related\nCompanion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note\nor Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation of all such documents\nand pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing\nOfficer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings\nare required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,\nexcept for the termination of such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required\nto review such documents for their sufficiency or enforceability.\n\n(d)              \nIf, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced\nPSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests\ndelivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release\nof such original Mortgage Note to such Non-Serviced Master Servicer or its designee.\n\n-203-\n\nSection 3.11       \nServicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled\nto receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any\nREO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting\na “specially serviced loan” under any related Non-Serviced PSA) for which it acts as a master servicer. As to each Mortgage\nLoan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on\nthe basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner\nas interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial\nmonth interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan\nor deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall\ncease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of\na Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such\nLiquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur.\nThe Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion\nLoan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master\nServicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out\nof that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO\nLoan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).\n\nExcept as set forth in the\nfollowing sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c),\nthe right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the\nMaster Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to\neach Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of\nsuch Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.\n\nThe Master Servicer shall\nbe entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional\nservicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent\ncollected from the related Mortgagor and any related Companion Loan: (i) 100% of Excess Modification Fees related to any modifications,\nwaivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent\nnot prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions; and for any matter for a Mortgage Loan (including\nany related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision,\nthen the Master Servicer shall be entitled to 50% of such Excess Modification Fees; (ii) 100% of all assumption application fees\nand other similar items received on any Serviced Mortgage Loans that are Non-Specially Serviced Loans (including any related Serviced\nCompanion Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the Master Servicer is processing the\nunderlying transaction and 100% of all defeasance fees (provided that for the\n\n-204-\n\navoidance of doubt, any such defeasance fee\nshall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement);\nand (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance\nfees) or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced\nCompanion Loan, to the extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions; and, for any\nmatter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major\nDecision or a Special Servicer Decision, then the Master Servicer shall be entitled to 50% of such assumption, waiver, consent and earnout\nfees and other similar fees. In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation\n(other than with respect to any Non-Serviced Mortgage Loan) any charges for beneficiary statements or demands (to the extent such\nbeneficiary statements or demands are prepared by the Master Servicer) and other customary charges, amounts collected for checks returned\nfor insufficient funds (relating to the accounts held by the Master Servicer) and reasonable review fees in connection with any Mortgagor\nrequest to the extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually\npaid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in its Collection Account or the Companion\nDistribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d),\nthe Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent\nprovided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in its Collection\nAccount or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment\nEarnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I\nAdvance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Servicing Accounts\nwhich are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive,\nbetween Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion\nLoan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer\nshall pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation,\npayment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against\nhazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of its Collection\nAccount and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.\n\nFor the avoidance of doubt,\nthe Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer.\n\nNotwithstanding anything\nto the contrary, if either the Master Servicer or the Special Servicer has partially waived any Penalty Charge (part of which accrued\nwhen the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was a Specially\nServiced Loan), any collections in respect of such Penalty Charge will be shared *pro rata* by the Master Servicer and the Special\nServicer based on the respective portions of such Penalty Charge to which each would otherwise have been entitled.\n\n-205-\n\nWith respect to any of the\npreceding fees (other than Penalty Charges) as to which both the Master Servicer and the Special Servicer are entitled to receive all\nor a portion thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation,\nto reduce, waive or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer\nnor the Special Servicer will have the right to reduce, waive or elect not to charge the portion of any such fee due to the other and\n(B) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce, waive or elect not to charge\nits respective portion in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee will\nnot have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any\nfee (other than Penalty Charges), the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which\nthe Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer will not be entitled to\nany of such fee charged by the Special Servicer. Similarly, if the Special Servicer decides not to charge any fee (other than Penalty\nCharges), the Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would\nhave been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any portion of such fee\ncharged by the Master Servicer. For the avoidance of doubt, the Special Servicer may, in connection with a workout or other modification\nof a Mortgage Loan and without the consent of the Master Servicer, waive any or all related Penalty Charges, regardless of who is entitled\nto receive such payments as compensation; provided that any collections in respect of such Penalty Charges shall be shared *pro\nrata* by the Master Servicer and Special Servicer based on the respective portions of such Penalty Charges to which each would otherwise\nhave been entitled pursuant to Section 3.11(d).\n\nNotwithstanding anything\nherein to the contrary, Trimont LLC may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing\nInterest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan); provided, however,\nthat in the event of any resignation or termination of the Master Servicer, all or any portion of the Transferable Servicing Interest\nmay be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified\nsuccessor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation\nthat accrues at a *per annum* rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest\nshall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable\nServicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled\nto receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Trimont LLC as Master Servicer hereunder\n(subject to reduction pursuant to the preceding sentence).\n\n(b)              \nAs compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with\nrespect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced\nMortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the\nSpecial Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan,\nas the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be,\nand, in connection with any partial month interest\n\n-206-\n\npayment, for the same period respecting which\nany related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing\nFee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related\nMortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions\nof Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection\nwith the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. No Special Servicer shall\nbe entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.\n\n(c)              \nThe Special Servicer shall be entitled to additional servicing compensation in the form of\n\n(i)                                 100%\nof all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,\n\n(ii)                             100%\nof all assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption\napplication fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced\nCompanion Loans that are Non-Specially Serviced Loans to the extent the Special Servicer processes the underlying transaction,\n\n(iii)                          100%\nof waiver, consent and earnout fees, or fees in respect of other actions performed in connection with this Agreement on the Specially\nServiced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans,\n\n(iv)                         100%\nof assumption fees and other similar fees received with respect to Specially Serviced Loans,\n\n(v)                             50%\nof all Excess Modification Fees and assumption, waiver, consent and earnout fees and other similar fees (other than assumption application\nfees and defeasance fees) received with respect to any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any\nrelated Serviced Pari Passu Companion Loan(s)) that are Non-Specially Serviced Loans to the extent that the matter involves a Major\nDecision or a Special Servicer Decision,\n\n(vi)                          with\nrespect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient\nfunds, and\n\n(vii)                      100%\nof charges for beneficiary statements and demand charges actually paid by the Mortgagors to the extent such beneficiary statements or\ndemand charges are prepared by the Special Servicer,\n\nFor the avoidance of doubt,\nthe Special Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer.\n\nSuch additional servicing\ncompensation shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent\nsuch fees are\n\n-207-\n\npaid by the Mortgagor and shall not be required\nto be deposited in the Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Special\nServicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in\nSection 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and\nLoss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,\nwith respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related\nto such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing compensation (other\nthan with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent\nsuch review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by or on behalf of\nthe related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with\nrespect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided,\nhowever, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000,\nany Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the Special Servicer; provided,\nfurther, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout\nFee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected\nLoan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect\nof that Corrected Loan (including any related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but not\nbelow zero) with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to\nthe Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable\nif such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially\nServiced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced\nMortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all\nWorkout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that\ntermination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced\nLoan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced\nLoans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through\na modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of\nthe time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time\nto make three (3) consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making\nsuch three (3) consecutive timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout\nFees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable\nto the Special Servicer with respect to (a) each Non-Specially Serviced Loan with respect to which the Special Servicer acts\nas the Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan), (c) each REO Property\n(other than a Non-Serviced Mortgaged Property) as to which the\n\n-208-\n\nSpecial Servicer receives any Liquidation Proceeds\nor Insurance and Condemnation Proceeds and (d) each Mortgage Loan repurchased by a Mortgage Loan Seller or for which a Loss of Value\nPayment was paid, in each case, subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid\nout of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation\nProceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout\nFee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute\nprincipal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled\nto receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,\nwith respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided\nin the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates\nsuch fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to\nSection 3.11(b), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special\nServicer shall pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including,\nwithout limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers\nand the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),\nif and to the extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the Special\nServicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.\n\nNotwithstanding anything\nto the contrary, if either the Master Servicer or the Special Servicer has partially waived any Penalty Charge (part of which accrued\nwhen the related Mortgage Loan was a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was not a Specially\nServiced Loan), any collections in respect of such Penalty Charge will be shared *pro rata* by the Master Servicer and the Special\nServicer based on the respective portions of such Penalty Charge to which each would otherwise have been entitled.\n\nWith respect to any of the\npreceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other than a split\nfee with respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but\nnot any obligation, to reduce or elect not to charge its respective portion of such fee; provided, that (A) neither the Master\nServicer nor the Special Servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and\n(B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective\nportion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to\nshare in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee (other than Penalty\nCharges), the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would\nhave been entitled if the Master Servicer had charged a fee and the Master Servicer will not be entitled to any of such fee charged by\nthe Special Servicer. Similarly, if the Special Servicer decides not to charge any fee (other than Penalty Charges), the Master Servicer\nshall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special\nServicer had charged a fee and the Special Servicer shall not be\n\n-209-\n\nentitled to any portion of such fee charged\nby the Master Servicer. For the avoidance of doubt, the Special Servicer may, in connection with a workout or other modification of a\nMortgage Loan and without the consent of the Master Servicer, waive any or all related Penalty Charges, regardless of who is entitled\nto receive such payments as compensation; provided that any collections in respect of such Penalty Charges shall be shared *pro\nrata* based on the respective portions of such Penalty Charges to which each would otherwise have been entitled pursuant to Section 3.11(d).\n\n(d)              \nIn determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges,\non any Distribution Date, the aggregate Penalty Charges collected on any Serviced Mortgage Loan and any related Companion Loan since the\nprior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the Trustee\nfor interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection with a Non-Serviced Mortgage\nLoan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced\nTrustee for interest on the servicing advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the applicable\nNon-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such Distribution\nDate, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi)\n(and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such\ntrust to any party under the applicable Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not\nprohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if\napplicable and (iii) the Trust for all additional expenses of the Trust (including Special Servicing Fees, Workout Fees and Liquidation\nFees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with\nrespect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as\nadditional servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer,\nif and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the\nSpecial Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan\nor REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer\nshall be distributed between the Master Servicer and the Special Servicer, on a *pro rata* basis, based on the Master Servicer’s\nand the Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the\nforegoing or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan, except the Del Rey Campus Companion\nLoan, will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon\nand additional expenses of the Trust in accordance with this Section 3.11(d). Penalty Charges with respect to the Del Rey\nCampus Companion Loan will be allocated pursuant to this Section 3.11(d).\n\nIf a Servicing Shift Whole\nLoan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the Special Servicer shall service\nand administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or\nServiced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as the Special\nServicer of such\n\n-210-\n\nServiced Whole Loan. With respect to a Servicing\nShift Mortgage Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such\ncompensation or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable\nServicing Shift Securitization Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation\nwith respect to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect\nto such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special\nServicer with respect to such Servicing Shift Whole Loan.\n\n(e)              \nWith respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within\ntwo (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate\nAdministrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word or Excel compatible\nformat, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special\nServicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or\nany of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any month during\nwhich no Disclosable Special Servicer Fees were received.\n\n(f)               \nThe Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration\n(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)\nfrom any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect\nof a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure\nof any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under\nthis Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition shall not apply\nto Permitted Special Servicer/Affiliate Fees.\n\n(g)              \nPursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions\nset forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer\nin writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License Fee\non a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit\ntherein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.05(a)(xii)\non a monthly basis, from funds on deposit in its Collection Account.\n\nSection 3.12       \nInspections; Collection of Financial Statements; Delivery of Reports.\n(a)  The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical\ninspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan, an REO Loan or a Specially\nServiced Loan) for which it is acting as Master Servicer with a Stated Principal Balance of (i) $4,000,000 or more at least once\nevery twelve (12) months and (ii) less than $4,000,000 at least once every twenty-four (24) months, in each case, commencing\nin the calendar year 2027 (and each\n\n-211-\n\nMortgaged Property shall be inspected on or prior\nto December 31, 2028); provided, however, that if a physical inspection has been performed by the Special Servicer in the\nprevious twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection;\nprovided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan,\nthe Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage\nLoan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The\ncost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense\nof the Trust, and, to the extent not paid by the related Mortgagor, reimbursed *first* from Penalty Charges actually received from\nthe related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, in the case\nof such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor\nAgreement, with respect to a Serviced Whole Loan, *first*, from any related AB Subordinate Companion Loan (if any) and *then*,\n*pro rata* and *pari passu*, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion\nLoan in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion\nLoan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts\ncollected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion\nLoans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer or\nthe Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition\nof and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy\nat the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case\nmay be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has\nknowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the\npreparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as\nthe case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such\nreport has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special\nServicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each\nsuch report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder\n((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded\nLoan (as to the Directing Certificateholder) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies\nof such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a\ncopy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5\nInformation Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Rating Agencies)\nthat are Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan (as to the Directing Certificateholder) that\nis a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver or make\navailable a copy of each such report to the Directing\n\n-212-\n\nCertificateholder and upon request to each Controlling\nClass Certificateholder (which request may state that such items may be delivered until further notice).\n\n(b)              \nThe Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially\nServiced Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor under the Mortgage Loans for which\nit acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements, budgets,\nrent rolls and sales reports of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor commencing\nwith the calendar quarter ending on September 30, 2026 and the calendar year ending on December 31, 2026, whether or not delivery of such\nitems is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered\nunder the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms\nof the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements\nor rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage\nLoan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be\nregularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special\nServicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the\nSpecial Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate\nAdministrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt\nthereof, but in no event, in the case of annual statements, later than June 30 of each year following the collection thereof. Upon the\nrequest of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially\nServiced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic\ncopies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request\nof any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially\nServiced Loans and REO Loans) shall deliver or make available copies of all or any portion of the foregoing items so collected thereby\nto the 17g-5 Information Provider pursuant to Section 3.13(c).\n\nIn addition, the Master Servicer\n(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties),\nas applicable, shall prepare with respect to each Mortgaged Property securing a Serviced Mortgage Loan and REO Property:\n\n(i)               \nWithin forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45)\ndays of receipt of such quarterly operating statement for the quarter ending September 30, 2026, a CREFC® Operating Statement\nAnalysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver,\nor otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar\nquarter and provides sufficient information to report pursuant to CREFC® guidelines; provided, however, that\nany analysis or report with respect to the first\n\n-213-\n\ncalendar quarter of each year will not\nbe required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of\nthe Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar\nquarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed\non a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List).\nPromptly following the initial preparation and each material revision thereof, the Special Servicer shall deliver to the Master Servicer\n(in electronic format) each CREFC® Operating Statement Analysis Report with respect to Specially Serviced Loans, and REO\nProperties, for which it acts as Special Servicer, along with the related operating statements upon request. The Master Servicer shall\ndeliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,\nthe related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the\nCertificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan).\n\n(ii)                              Within\nforty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in\nthe form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended\nby CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five\n(45) days of receipt of such annual operating statement for the calendar year ending December 31, 2026, a CREFC® NOI Adjustment\nWorksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver,\nor otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year\nnet operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative\nFinancial Status Report. Promptly following the initial preparation and each material revision thereof, the Special Servicer shall deliver\nto the Master Servicer (in electronic format) each CREFC® NOI Adjustment Worksheet with respect to Specially Serviced\nLoans, and REO Properties, for which it acts as the Special Servicer. The Master Servicer shall deliver or make available copies (in\nelectronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent\nrolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,\nthe Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) and, upon request, the 17g-5\nInformation Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s\nWebsite.\n\n(c)              \nAt or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause\nto be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing\nCertificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports,\nCREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced\nLoans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged\nProperty), providing the information required of the Special Servicer in an electronic format, reasonably\n\n-214-\n\nacceptable to the Master Servicer as of the\nBusiness Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the\nMaster Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent Loan\nStatus Report; (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report; (iii) a\nCREFC® REO Status Report; (iv) a CREFC® Comparative Financial Status Report; and (v) a CREFC®\nNOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements,\nbudgets, operating statements and rent rolls submitted by the Mortgagor.\n\n(d)              \nNot later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning June 2026, the Master Servicer shall prepare\n(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following\nreports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®\nSpecial Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®\nHistorical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report; (B) CREFC®\nLoan Setup File (only with respect to the first Distribution Date); (C) the most recent CREFC® Property File, and\nCREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®\nSpecial Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer); (D) a CREFC®\nServicer Watch List with information that is current as of such Determination Date; (E) CREFC® Financial File; (F) CREFC®\nLoan Level Reserve/LOC Report; (G) the CREFC® Advance Recovery Report; (H) CREFC® Total Loan Report;\nand (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received\nfrom the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning\nJune 2026, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable\nCREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation\nReports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the\nDistribution Date beginning June 2026, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via\nelectronic format the CREFC® Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC®\nAppraisal Reduction Template, if provided for such Distribution Date. In no event shall any report described in this subsection be\nrequired to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not\nreceived by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.\n\nNot later than 5:00 p.m.\n(New York City time) on each P&I Advance Date beginning June 2026, the Master Servicer shall deliver to the Certificate Administrator\na CREFC® Schedule AL File and may deliver to the Certificate Administrator a Schedule AL Additional File, each covering\nall of the Mortgage Loans, and each in both EDGAR-Compatible Format and Excel format; provided, however, that the Master\nServicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File for any given Distribution Date unless\nthe Master Servicer receives the Initial Schedule AL File from the Depositor pursuant to Section 2.01(i). If the Certificate\nAdministrator does not receive the CREFC® Schedule AL File from the Master Servicer by 5:00 p.m. (New York City time) on\nthe P&I Advance Date, it shall request the CREFC® Schedule AL File from the Master Servicer via email at *investorreporting@trimont.com*\nand send a copy of such\n\n-215-\n\nrequest to the Depositor via email at *CRRCompliance@wellsfargo.com*.\nIn preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without\nany due diligence, investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest error, on\nthe content, completeness and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus. The CREFC®\nSchedule AL File and the Schedule AL Additional File delivered by the Master Servicer shall each be a single file. The Certificate Administrator\nshall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files provided or prepared\nby or on behalf of either Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify\nthe content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional\nFile. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule\nAL File or Schedule AL Additional File solely by its receipt thereof.\n\nIn the absence of manifest\nerror, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports\ndelivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s\nreports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,\nverify or recalculate any of the amounts and other information stated therein.\n\n(e)              \nThe Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant\nto Section 3.11(e), Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or\nmake available to the Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer\nmay, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.11(e),\nSection 3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely\non the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or\nreports to be furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent\nthat such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b)\nor Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to\nSection 3.11(e), Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation\nto provide such information or reports to the Certificate Administrator until it has received the requisite information or reports from\nthe Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d)\ncaused by the Special Servicer’s failure to timely provide any information or report required under Section 3.11(e),\nSection 3.12(b) or Section 3.12(c) of this Agreement.\n\n(f)               \nNotwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information\notherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to\nthe extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer\nor the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting\ndisclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may\ndisclose any\n\n-216-\n\nsuch information or any additional information\nto any Person so long as such disclosure is consistent with applicable law and the Servicing Standard. The Master Servicer or the Special\nServicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting\nliability on the part of any other party hereto).\n\n(g)              \nUnless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,\nreport or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy\nsuch obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,\nreport or information in a commonly used electronic format or (z) making such statement, report or information available on the Master\nServicer’s website (with respect to items delivered by the Master Servicer (except with respect to items delivered by the Master\nServicer to the Certificate Administrator)) or the Certificate Administrator’s Website, unless this Agreement expressly specifies\na particular method of delivery.\n\nNotwithstanding anything\nto the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other\ninformation to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master\nServicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy\nof any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall\nfollow upon the correction of such system problems.\n\nSection 3.13       \nAccess to Certain Information. (a)  Each of the\nMaster Servicer and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator\nshall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC,\nthe FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners\nof such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority\nover any such Certificateholder and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding\nthe Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced\nWhole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the\nMaster Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by\nthe delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator\nshall be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator\non its own behalf or on behalf of the Certificateholders) of a sum sufficient to cover the reasonable out-of-pocket costs incurred\nby it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon\nreasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.\n\nThe failure of the Master\nServicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation\nshall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,\nthe\n\n-217-\n\nMaster Servicer and the Special Servicer may\neach: (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting\nliability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities\nlaw restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially\nin the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information\nis being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential\ninformation or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for\nany Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents\nor would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the\nfailure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to\nthis Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the\ncase may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure\nwould violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with\nrespect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege\non behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or\nthe Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interests of the Certificateholders\nwith respect to a workout or exercise of remedies as to any particular Mortgage Loan.\n\nNotwithstanding the limitation\nset forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable\nrequest of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder\nof such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special Servicer, as\nthe case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially\nServiced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder\nor holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial\nstatements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of\nan AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided\nthat, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require a written confirmation\nexecuted by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer,\nas applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for\nthe purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate\nCompanion Loan, as applicable, may have under this Agreement.\n\nNotwithstanding anything\nto the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided\nfor herein with respect to the Directing Certificateholder), unless required by applicable law or court order,\n\n-218-\n\nno Certificateholder (except, with respect\nto a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase\nAgreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall\nbe given access to, or be provided copies of, the Mortgage Files or Diligence Files.\n\n(b)              \nThe Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date\nStatements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to\nthe general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were\nprepared by or delivered to the Certificate Administrator in electronic format:\n\n(i)                                The\nfollowing documents, which will initially be made available under a tab or heading designated “deal documents”:\n\n(A)            \nthe Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to\nthe Certificate Administrator by the Depositor or by any Person designated by the Depositor;\n\n(B)            \nthis Agreement and any amendments and exhibits hereto;\n\n(C)            \nany Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;\n\n(D)            \nthe Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and\n\n(E)             \nthe CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;\n\n(ii)                             the\nfollowing documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;\n\n(A)           \nany reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect\nto the Trust through the EDGAR system; and\n\n(B)             \nany notice delivered to the Certificate Administrator by the Depositor relating to the filing of a Form 8-K/A;\n\n(iii)                          The\nfollowing documents, which will initially be made available under a tab or heading designated “periodic reports”:\n\n(A)           \nall Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;\n\n-219-\n\n(B)            \nthe CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral\nSummary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports”\nidentified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation,\nthe CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC®\nAdvance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and\n\n(iv)                         The\nfollowing documents, which will initially be made available under a tab or heading designated “additional documents”:\n\n(A)           \nsummaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved\nby the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);\n\n(B)            \nall property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);\n\n(C)             \nany Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;\n\n(D)            \nthe CREFC® Appraisal Reduction Template;\n\n(E)            \nall Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; and\n\n(F)            \nany notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing\nthe Certificate Administrator to post to the “additional documents” tab;\n\n(v)                            The\nfollowing documents, which will initially be made available under a tab or heading designated “special notices”:\n\n(A)            \nany notice with respect to a release pursuant to Section 3.09(d);\n\n(B)             \nany notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);\n\n(C)             \nany notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);\n\n(D)            \nany notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered\npursuant to Section 7.01;\n\n-220-\n\n(E)             \nany notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice\nrequired to be delivered to the Certificateholders pursuant to Section 12.01;\n\n(F)             \nany Asset Review Report Summary received by the Certificate Administrator;\n\n(G)            \nany notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);\n\n(H)            \nany notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the\nsuccessor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;\n\n(I)               \nany Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;\n\n(J)               \nany notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;\n\n(K)            \nany notice of termination pursuant to Section 9.01;\n\n(L)             \nany notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance\nof appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j)\nor Section 12.03, respectively;\n\n(M)          \nany notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to\nSection 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant\nto Section 12.05(b);\n\n(N)           \nany notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the\nOperating Advisor in connection with such recommendation;\n\n(O)           \nany notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred\nor is terminated;\n\n(P)             \nany notice that an Operating Advisor Consultation Event has occurred or is terminated;\n\n(Q)            \nany notice of the occurrence of an Operating Advisor Termination Event;\n\n(R)             \nany notice of the occurrence of an Asset Representations Reviewer Termination Event;\n\n-221-\n\n(S)             \nany assessments of compliance delivered to the Certificate Administrator;\n\n(T)             \nany attestation reports delivered to the Certificate Administrator;\n\n(U)           \nany “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website\npursuant to Section 5.06;\n\n(V)            \nany notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate\nAdministrator to post to the “Special Notices” tab; and\n\n(W)          \nany Proposed Course of Action Notice;\n\n(vi)                         the “Investor Q&A Forum” pursuant to Section 4.07(a);\n\n(vii)                      solely\nto Certificateholders, Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.07(b);\nand\n\n(viii)                    the\n“U.S. Risk Retention Special Notices” tab relating to any notices as to ongoing compliance by the Retaining Party or a Successor\nThird-Party Purchaser with the retention and hedging covenants in any agreement between the Retaining Party and the Retaining Sponsor\nin respect of compliance with credit risk retention regulations and the Certificate Administrator shall, in addition to posting the applicable\nnotices on the “U.S. Risk Retention Special Notices” tab, provide e-mail notification to any Privileged Person (other than\nmarket data providers) that has registered to receive access to the Certificate Administrator’s Website and to receive email notifications\nthat a notice has been posted to the “U.S. Risk Retention Special Notices” tab;\n\nprovided, that with respect to a Control\nTermination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the Certificate\nAdministrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has\nknowledge of the existence of such Excluded Loan.\n\nThe Certificate Administrator\nshall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)\nabove on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the\nCertificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans\navailable through its Internet website.\n\nIn the event that the Retaining\nSponsor determines that Retaining Party or a Successor Third-Party Purchaser no longer complies with the provisions of the Risk Retention\nRules related to (a) number of third-party purchasers, (b) source of funds, (c) third-party review, (d) affiliation and control rights\nor (e) hedging, transfer and pledging, the Retaining Sponsor will be required to send a written notice of such non-compliance to the Certificate\nAdministrator who will post such notice on its website under the “U.S. Risk Retention Special Notices” tab.\n\n-222-\n\nThe Certificate Administrator\nshall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in clause (viii)\nabove, provide e-mail notification to any Privileged Person (other than certain financial market information providers under this\nagreement) that has registered to receive access to the Certificate Administrator’s Website, and has registered to receive e-mail\nnotifications that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.\n\nNotwithstanding the foregoing,\nall Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the\nCertificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii)\nabove) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan\nsegregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the\nrelated Excluded Controlling Class Loan(s)).\n\nAny Person that is a Borrower\nParty shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general\npublic: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate Administrator’s\nWebsite, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes\nan Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate\nAdministrator and the Trustee in physical form (or, solely with respect to the Master Servicer, in electronic form) of an investor certification\nsubstantially in the form of Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor\ncertification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with\nsuch Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling\nClass Loans (unless a loan-by-the applicable loan segregation is later performed by the Certificate Administrator in which case\nsuch access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s\nWebsite.\n\nIn the case of the Directing\nCertificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor\ncertification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling Class\nCertificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the\nSpecial Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification\nin the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the\neffect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P-1D\nin physical form (or, solely with respect to the Master Servicer, in electronic form) hereto from the Directing Certificateholder or a\nControlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more\nExcluded Controlling Class Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded\nControlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the\nCertificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become\nan Excluded Controlling Class Holder with\n\n-223-\n\nrespect to the Excluded Controlling Class Loan(s)\nlisted in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F\nlisting each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator\nto restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent\nprovided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling\nClass Holder shall submit a new investor certification substantially in the form of Exhibit P-1D in physical form (or,\nsolely with respect to the Master Servicer, in electronic form) to access the information on the Certificate Administrator’s Website,\nexcept that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling\nClass Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access\nshall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s\nWebsite. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master\nServicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior\nto delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s\nWebsite such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other\nMortgage Loans or Whole Loans, as applicable.\n\nNotwithstanding anything\nherein to the contrary, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled\nto conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of the Controlling Class are\nnot Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the\nCertificate Administrator, as the case may be, has received a notice substantially in the form of Exhibit P-1E from the\nDirecting Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling Class Holder. The Master\nServicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall not be liable for any communication to the\nDirecting Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of any\ninformation relating to an Excluded Controlling Class Loan (including any related Excluded Information delivered to the Certificate Administrator\nfor posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the\nCertificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling\nClass Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information\nwas not delivered to the Certificate Administrator in accordance with Section 3.33.\n\nThe Master Servicer, the\nSpecial Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery from the\nDirecting Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the form of Exhibit P-1B\nthat it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder or a Controlling Class\nCertificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website\nor otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder shall\nbe deemed to have agreed that it\n\n-224-\n\n(i) will not directly or indirectly provide\nany such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any\nemployees or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in\nthe management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,\nany non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient\ninternal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)\nabove.\n\nTo the extent the Risk Retention\nConsultation Party or a Holder of the VRR Interest receives access pursuant to this Agreement to any information solely related to a Mortgage\nLoan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status Reports (or\nsummaries thereof), inspection reports related to Specially Serviced Loans conducted by a Special Servicer or any Excluded Special Servicer\nand which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s\nnet present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),\nand any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination\nthat any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage\nLoan that is aggregated with information of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or\notherwise receives access to such information, such Risk Retention Consultation Party or Holder of the VRR Interest shall be deemed to\nhave agreed that it (i) will not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any\nemployees or personnel of such Risk Retention Consultation Party or Holder of the VRR Interest or any of its Affiliates involved in the\nmanagement of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any\nnon-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient\ninternal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)\nabove. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®\nIRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered information\nthat is aggregated with information of other Mortgage Loans at a pool level.\n\nThe Certificate Administrator\nmakes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on\nits Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared\nby the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed\nby it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not\nbe liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information was included\nin the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate\nAdministrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.\n\n-225-\n\nIn connection with providing\naccess to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance\nwith Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate\nAdministrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s\nWebsite can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.\n\n(c)              \nThe 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent\nsuch items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at *17g5informationprovider@computershare.com*,\nspecifically with a subject reference of “Wells Fargo Commercial Mortgage Trust 2026-5C9” and an identification of the type\nof information being provided in the body of such electronic mail; or via any alternative electronic mail address following notice to\nthe parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary\nor beneficial:\n\n(i)                                 any\nnotices of waivers under Section 3.08(d);\n\n(ii)                              any\nAsset Status Report delivered by the Special Servicer under Section 3.19(d);\n\n(iii)                           any\nnotice of final payment on the Certificates;\n\n(iv)                          any\nenvironmental reports delivered by the Special Servicer under Section 3.09(c);\n\n(v)                             any\nAppraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;\n\n(vi)                          any\nannual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section 11.10;\n\n(vii)                       any\nannual independent public accountants’ attestation reports delivered pursuant to Section 11.11;\n\n(viii)                    any\nnotice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation\nfrom any Rating Agency as set forth in Section 3.25(a);\n\n(ix)                            copies\nof requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;\n\n(x)                               any\nrequests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);\n\n(xi)                            any\nnotice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor\ntrustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;\n\n-226-\n\n(xii)                         any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;\n\n(xiii)                      any\nnotice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01;\n\n(xiv)                     any\nnotice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;\n\n(xv)                        any\nnotice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);\n\n(xvi)                     any\nOperating Advisor Annual Report pursuant to Section 3.26;\n\n(xvii)                  any\nsummary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward the\nMaster Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered to the\n17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation\nor regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan,\nthe related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor\nAgreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication\nwas held pursuant to Section 3.13(g);\n\n(xviii)               any\nother information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),\nSection 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09\nor Section 11.10; and\n\n(xix)                       any\nother information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.\n\nThe foregoing information\nshall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will\nbe posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such Business\nDay, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider\nshall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete,\nconforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is\ndelivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider may remove such information\nfrom the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not\nobtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such information to the Certificate\nAdministrator’s Website or the 17g-5 Information Provider’s Website or merely by filing such information pursuant to this\nAgreement via EDGAR or otherwise to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information\nProvider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification\nin the form of Exhibit P-2 hereto\n\n-227-\n\n(which certification may be submitted electronically\nvia the 17g-5 Information Provider’s Website). Questions regarding delivery of information to the 17g-5 Information Provider\nmay be directed to (866) 846-4526 or *17g5informationprovider@computershare.com* (specifically referencing “Wells\nFargo Commercial Mortgage Trust 2026-5C9” in the subject line).\n\nUpon delivery by the Depositor\nto the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s\n17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information\navailable only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).\nSuch information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information\nProvider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the\nPre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.\n\nUpon request of the Depositor\nor the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional\ninformation requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information\nProvider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose\non the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.\n\nThe 17g-5 Information\nProvider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information Provider under\nthis Agreement that such information, report, notice or document was received and that it has been posted. The Master Servicer and the\nSpecial Servicer may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency\nso long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is\nsimultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider. The 17g-5\nInformation Provider shall notify-each Person that has signed-up for access to the 17g-5 Information Provider’s Website\nin respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s\nWebsite and such notice shall specifically identify such document in the subject line or otherwise in the body of the email notice. The\n17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person for the\npurpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general email address\nhas been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit P-2\nhereto.\n\nAny information required\nto be delivered or made available to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via\nelectronic mail at *17g5informationprovider@computershare.com*, specifically with a subject reference of “Wells Fargo Commercial\nMortgage Trust 2026-5C9” and an identification of the type of information being provided in the body of such electronic mail, or\nvia any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved\nby the 17g-5 Information Provider.\n\n-228-\n\n(d)              \nThe Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that\nrelates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information\nProvider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe\nprovided in Section 3.13(c) above; provided, however, that if the 17g-5 Information Provider is not able\nto post such information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a\nreasonable time.\n\n(e)              \nCertain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®\nreports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided\nby the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg Financial Markets, L.P., CRED\niQ, Trepp, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc.,\nMoody’s Analytics, Inc., KBRA Analytics, LLC, MBS Data, LLC, RealInsight, LSEG, DealX and Recursion Co.) with the consent of the\nDepositor, and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator. Such information\nwill be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification\nmay be submitted electronically via the Certificate Administrator’s Website.\n\n(f)               \nEach of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,\nalso deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage\nLoans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced\nMortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor\nCertification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)\n(in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously delivered to the 17g-5\nInformation Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c)),\nin each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination\nof any confidential information, including, without limitation, any Privileged Information), applicable law or by the related Mortgage\nLoan documents. Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information\nand affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information\n(A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement\nsubstantially in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information\nis being provided through the Master Servicer’s or Special Servicer’s website, and (B) acknowledge that the Master Servicer\nor the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access\nto such information is provided via the Master Servicer’s or Special Servicer’s website, the Master Servicer and the Special\nServicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement\nas to the confidential nature of such information. In connection with providing access to or copies of the information described in this\nSection 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer\nor the Special Servicer, as applicable, shall be: (i) in the\n\n-229-\n\ncase of a Certificateholder, an Investor Certification\nexecuted by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential\n(except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to\nany other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person\nconfirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and\n(ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor\nCertification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor\nrelated thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep\nsuch information confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors,\nlegal counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of a current or prospective\nCertificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective\nCertificateholder.\n\nNeither the Master Servicer\nnor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation\nof the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the\ncompleteness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13\nunless such information was produced by the Master Servicer or the Special Servicer, as the case may be.\n\n(g)              \nThe Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)\nto orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage\nLoans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor\nAgreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing\nand provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)\nthe same day such communication takes place; provided, further that the summary of such oral communications shall not identify\nwhich Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information\nProvider’s Website in accordance with the procedures set forth in Section 3.13(c).\n\n(h)              \nWithout limiting the Operating Advisor’s consultation rights pursuant to Section 6.08, the Special Servicer shall\nprovide to the Operating Advisor prior to an Operating Advisor Consultation Event, Final Asset Status Reports and approved or deemed approved\nMajor Decision Reporting Packages (only with respect to any Specially Serviced Loans) and after an Operating Advisor Consultation Event,\nAsset Status Reports and Major Decision Reporting Packages. In addition, the Special Servicer, subject to the limitations on delivery\nof Privileged Communications, shall provide to the Operating Advisor such reports and other information produced or otherwise available\nto the Directing Certificateholder or the Risk Retention Consultation Party (in each case, other than, prior to the occurrence and continuance\nof an Operating Advisor Consultation Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders generally,\nrequested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.\n\n-230-\n\n(i)                \nNone of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict\noral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations\nReviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating\nAgency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations\nReviewer or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,\nthe Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special\nor primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating\nAdvisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, servicing operations in general;\nprovided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable,\nshall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with\nsuch review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are\nredacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5\nInformation Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in undertaking\ncredit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information\ndelivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results from\na breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s\nWebsite (or another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).\n\n(j)                \nThe costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer,\nthe Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall\nnot be additional expenses of the Trust, but shall be borne by the applicable party hereto.\n\nSection 3.14       \nTitle to REO Property; REO Account. (a)  If title\nto any Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) and\nthus becomes REO Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law\nor regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of\nthe Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property\nwith respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer,\non behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of\nthe third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury\nRegulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies\nfor a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership\n(or the period provided in then-applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”)\nby the IRS to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed\nto the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such\n\n-231-\n\nREO Property subsequent to the close of the third\ncalendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event. If the Special Servicer is granted\nor not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of\nCounsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property\nwithin such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by\nthe Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding\nsentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an\nexpense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).\n\n(b)              \nThe Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and\napart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one\nor more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related\nCompanion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests),\nfor the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special\nServicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt of properly identified\nfunds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in\nthe REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give\nnotice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established\nand of the new location of the REO Account prior to any change thereof.\n\n(c)              \nThe Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,\nmaintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO\nProperty. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days after such\namounts are received and properly identified (or, with respect to a Serviced Companion Loan (and disregarding the foregoing later of clauses (x)\nand (y)), on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the\nREO Account and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account,\nas applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period,\nnet of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts\non deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance\nwith the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,\nleasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to the day\nthe Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the Master Servicer\nwith a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date.\nSuch Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date (or with respect to\na Serviced\n\n-232-\n\nCompanion Loan, on each Serviced Whole Loan\nRemittance Date) for the related Distribution Date.\n\n(d)              \nThe Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting\nfor all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).\n\nSection 3.15       \nManagement of REO Property. (a)  If title to any\nREO Property is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced\nMortgaged Property) for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier\nRegular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail\nto qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by\nthe Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B)\nof the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority\nto do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in\nthe case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests)\nall as a collective whole (taking into account the *pari passu* or subordinate nature of any Companion Loan, as the case may be)\n(as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything\nto the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.\nSubject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds\nany Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the\nCode if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related Companion\nHolder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis.\nIn connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two\n(2) Business Days following receipt of such properly identified funds) in the applicable REO Account all revenues received by it with\nrespect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein\nwith respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property,\nincluding, without limitation:\n\n(i)                               all\ninsurance premiums due and payable in respect of such REO Property;\n\n(ii)                            all\nreal estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;\n\n(iii)                        any\nground rents in respect of such REO Property, if applicable; and\n\n(iv)                          all\ncosts and expenses necessary to maintain and lease such REO Property.\n\n-233-\n\nTo the extent that amounts\non deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through\n(iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance\nwith the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary for such purposes\nunless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate\nAdministrator and the Directing Certificateholder (with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing\nCertificateholder or the Holder of the majority of the Controlling Class, and prior to the occurrence and continuance of a Consultation\nTermination Event)) such advances would, if made, constitute Nonrecoverable Servicing Advances.\n\n(b)              \nWithout limiting the generality of the foregoing, no Special Servicer shall:\n\n(i)                                permit\nthe Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise\nto any income that does not constitute Rents from Real Property;\n\n(ii)                            permit\nany amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;\n\n(iii)                         authorize\nor permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if\nmore than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan became\nimminent, all within the meaning of Section   856(e)(4)(B) of the Code; or\n\n(iv)                          Directly\nOperate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more than\nninety (90) days after its acquisition date;\n\nunless, in any such case, the Special Servicer\nhas obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that\nsuch action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)\nof the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are\nspecified in such Opinion of Counsel.\n\n(c)              \nThe Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within\nninety (90) days of the acquisition date thereof; provided that:\n\n(i)                                the\nterms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s length;\n\n(ii)                             the\nfees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the nature\nand locality of the Mortgaged Property;\n\n-234-\n\n(iii)                         any such contract shall require, or shall be administered to require, that the Independent Contractor (A)   pay\nall costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation,\nthose listed in subsection   (a) hereof, and (B)   remit all related revenues collected\n(net of its fees and such costs and expenses) to the Special Servicer upon receipt;\n\n(iv)                          none\nof the provisions of this Section   3.15(c) relating to any such contract or to actions taken through any\nsuch Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect\nto the operation and management of any such REO Property; and\n\n(v)                             the\nSpecial Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.\n\nThe Special Servicer shall\nbe entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations\nhereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to\nlimit or modify such indemnification.\n\n(d)              \nWhen and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a\nstatement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,\nresulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the\ntenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance\nwith Section 3.15(a) and Section 3.15(b).\n\nSection 3.16       \nSale of Defaulted Loans and REO Properties. (a)(i)  Within\nthirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required\nto have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted\nLoan in accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of\nobtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as\nsoon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer\nmay, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors,\nin each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard including,\nwithout limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state\nof the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair\nvalue determination and any adjustment to its fair value determination.\n\n(ii)                             If\nany Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent otherwise\nrequired pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially Serviced\nLoan) or the Master Servicer (with respect to a\n\n-235-\n\nNon-Specially Serviced Loan) shall\npromptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring\nnotice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine\nlender, as applicable, will, notwithstanding anything in this Section   3.16 to the contrary, have the option to purchase the\nrelated Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.\n\n(iii)                          If\nany Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder or\nrelated mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised\nthe option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit\noffers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner\nas will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the Special Servicer\ndetermines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off)\ncan be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if\napplicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, to the extent permitted under the related\nIntercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the\nNon-Serviced Special Servicer, the Special Servicer will be entitled to sell ((i) with the consent of the Directing Certificateholder\nif no Control Termination Event has occurred and is continuing and (ii) after consulting with the Risk Retention Consultation Party pursuant\nto Section 6.08(a), in each case, provided such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced\nMortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders\nand, subject to the terms of the related Intercreditor Agreement (and provided that the related Non-Serviced Special Servicer\nshall not be entitled to a liquidation fee), the Special Servicer will be entitled to the liquidation fee that the related Non-Serviced\nSpecial Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage Loan. The Special\nServicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing\nCertificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation\nParty, other than in respect of any Excluded Loan as to such party) not less than ten (10) days’ prior written notice of its intention\nto sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the\nDefaulted Loan for the Purchase Price or may accept the first cash offer received from any Person that constitutes a fair price for the\nDefaulted Loan.\n\n(iv)                         (A)\nIn the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least equal\nto the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special\nServicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from any Person\nthat is determined by the Special Servicer to be a fair price\n\n-236-\n\nfor such Specially Serviced Loan, if\nthe offeror is a Person other than an Interested Person. In determining whether any offer from a Person other than an Interested Person\nconstitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal,\nupdated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), among\nother factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of\nthe local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall\ndetermine whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater than the\napplicable Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price, no offer\nfrom an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least two (2)\nother offers are received from independent third parties. In determining whether any offer received from an Interested Person represents\na fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related\nMortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such\nAppraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be\nreimbursable as, a Servicing Advance by the Master Servicer.\n\nNotwithstanding anything\ncontained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person\nconstitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent third party expert in real\nestate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage\nLoan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a\nfair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination, the\nTrustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all\nappraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable\nby, the Interested Person; provided that the Trustee will not engage a third-party expert whose fees exceed a commercially\nreasonable amount as determined by the Trustee. The Special Servicer shall use efforts consistent with the Servicing Standard to collect\npayment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand\nfor payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer\nshall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither\nthe Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.\n\n(B)             \nThe Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation with\nthe Directing Certificateholder (unless a Consultation Termination Event shall have occurred and be continuing) and the Risk Retention\nConsultation Party subject, in each case, to the limitations on consultation set forth in and in accordance with Section 6.08(a) and other\nthan with respect to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case of a Serviced Whole Loan or an REO\nProperty related\n\n-237-\n\nto a Serviced Whole Loan, the related Companion\nHolder), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the\nrejection of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan\nor an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders\nand, if applicable, the related Companion Holder constituted a single lender). In addition, the Special Servicer may accept a lower offer\nfrom any Person other than an Affiliate of the Special Servicer if it determines, in accordance with the Servicing Standard, that the\nacceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole\nLoan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders\nand, if applicable, the related Companion Holder constituted a single lender) (for example, if the prospective buyer making the lower\noffer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable);\nprovided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer\nshall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee\nshall have no obligation to make any fair value determination, to the extent required to do so pursuant to this Section 3.16,\non the basis of anything other than the related Appraisal.\n\n(v)                            Unless\nand until any Specially Serviced Loan is sold pursuant to this Section   3.16(a), the Special Servicer shall\npursue such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,\nas the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.\n\n(b)              \n(i) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan,\nsuch purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special\nServicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the\nentire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines, consistent\nwith the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion Holders. The\nSpecial Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator, the Directing Certificateholder\nand the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party in\nrespect of any Mortgage Loan other than an Excluded Loan as to such party and in the case of the Directing Certificateholder, prior to\nthe occurrence and continuance of a Consultation Termination Event) not less than ten (10) days’ prior written notice of the Purchase\nPrice and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which\ncase the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal to\nthe Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an\nAffiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or\n\n-238-\n\nan employee of either of them may act as broker\nin connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that does not exceed\nthe commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s length.\n\n(ii)                             In\nthe absence of any such offer as set forth in sub-clause   (A) above, the Special Servicer shall, subject\nto sub-clause   (C) below, accept the highest offer for such REO Property received from any Person that\nis determined to be a fair price (1)   by the Special Servicer, if the highest offeror is a Person other than an\nInterested Person, or (2)   by the Trustee, if the highest offeror is an Interested Person unless such offer by\nan Interested Person (i)   is equal to or greater than the applicable Purchase Price and (ii)   is\nthe highest offer received; provided, however, that absent an offer at least equal to the Purchase Price, no offer from\nan Interested Person shall constitute a fair price unless (A)   it is the highest offer received and (B)   at\nleast two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee,\nin its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.\n\n(iii)                          No\nSpecial Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special Servicer\ndetermines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders\nand, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective whole (taking into account\nthe *pari passu* nature of any Serviced Companion Loans). In addition, the Special Servicer may accept a lower offer if it determines,\nin accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and,\nwith respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective whole (taking into account\nthe *pari passu* nature of any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely\nto perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided\nthat the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.\n\n(iv)                          In\ndetermining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall obtain\nand may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the\nTrustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent expert shall\nbe an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals, inspection reports and broker\nopinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person\nand the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If\nsuch expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable\nto the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the\nServicing Standard to collect such amounts from the applicable Interested Person. In determining whether any offer constitutes a fair\nprice\n\n-239-\n\nfor any REO Property, the Special Servicer\nor the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall\nbe instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the\nlocal economy and the Trust’s obligation to comply with REMIC Provisions.\n\n(v)                           Subject\nto the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating and\ntaking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts\npayable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty by, the Trustee,\nthe Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trust (except that\nany contract of sale and assignment and conveyance documents may contain customary warranties of title, so long as the only recourse\nfor breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement, the Master Servicer, the Special\nServicer, the Depositor, the Certificate Administrator, the Operating Advisor and the Trustee shall have no liability to the Trust or\nany Certificateholder or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the Special\nServicer or the Trustee.\n\n(c)              \nAny sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative\ninterpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).\n\n(d)              \nWith respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,\nif the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage\nLoan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related\nServiced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to\nthe Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes\na fair price for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested Person\nand by the Trustee if the offeror is an Interested Person and the offer is less than the Purchase Price. Notwithstanding the foregoing,\nthe Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s)\nif it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided\nthat such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor)\nunless the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15)\nBusiness Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior\nto the permitted sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer\nin connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent\nappraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related\nServiced Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is\nafforded to other offerors\n\n-240-\n\nand the Directing Certificateholder and the\nRisk Retention Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors\nand all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.\nThe holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale\nof such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such\nsale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any\nof the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required\nto determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense\nof the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters\nwith at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable\ncare by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially\nreasonable manner in making such determination. If the Trustee designates such a third party to make such determination, the Trustee shall\nbe entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals,\ninspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from\nthe offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from\nsuch Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment,\nsuch expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue\nto use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.\n\n(e)              \n(i) Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan,\npursuant to the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase\nthe related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority\nover any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement. If\nthe related Mortgage Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable Mortgage\nLoan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer be subject to\nthis Agreement.\n\n(ii)                             Notwithstanding\nanything in this Section   3.16 to the contrary, any mezzanine lender will have the right to purchase the\nrelated Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related\nIntercreditor Agreement.\n\n(f)               \nUnless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16\nwill be on a servicing released basis.\n\n(g)              \nIn the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant\nto the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.\n\n-241-\n\nSection 3.17       \nAdditional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all\nCompensating Interest Payments with respect to the Mortgage Loans (other than the portion of any Compensating Interest Payment allocated\nto a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account\non each P&I Advance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating\nInterest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution\nAccount on each P&I Advance Date, without any right of reimbursement therefor.\n\n(b)              \nThe Master Servicer or the Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports or notices\nrequired to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.\n\n(c)              \nUpon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof\nwould exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account\nand available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole\ndiscretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v)\nimmediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance\nduring the one month collection period ending on then-current Determination Date, for successive one-month periods for a total\nperiod not to exceed twelve (12) months (provided that, other than in the case of an Excluded Loan with respect to the Directing\nCertificateholder or the Holder of the majority of the Controlling Class, any such deferral exceeding six (6) months shall require, prior\nto the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election\nto so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes\nsuch an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable\nAdvance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue\nto be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged that,\nin such a subsequent period, such Nonrecoverable Advance shall again be payable *first* from principal collections as described above\nprior to payment from other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from\nthe reimbursement of a particular Nonrecoverable Advance or portion thereof during the Collection Period for any Distribution Date, the\nMaster Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans serviced by the Master\nServicer to be received until the end of such Collection Period before making its determination of whether to refrain from the reimbursement\nof a particular Nonrecoverable Advance or portion thereof; provided, however, that if, at any time the Master Servicer or\nthe Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that\nthe reimbursement of a Nonrecoverable Advance during a Collection Period will exceed the full amount of the principal portion of general\ncollections on or in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer\nor the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’\n\n-242-\n\nnotice of such determination for posting on\nthe 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such\nnotice impractical, which shall mean that: (i) the Master Servicer or the Trustee, as the case may be, determines in its sole discretion\nthat waiting fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance; (ii) changed\ncircumstances or new or different information becomes known to the Master Servicer or the Trustee, as the case may be, that could affect\nor cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance\nor the determination in clause (i) above; or (iii) in the case of the Master Servicer, it has not timely received from\nthe Trustee information required by the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance. If any\nof the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply, the Master Servicer\nor Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement as soon\nas reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second preceding sentence\nshall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement\nor right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein shall give the Master Servicer\nor the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available\nin the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the Trustee, as the case may be, shall have\nno liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).\n\nThe foregoing shall not,\nhowever, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with\nthe conditions to making such an election under this Section 3.17(c) or to comply with the terms of this Section 3.17(c)\nand the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however, that\nthe fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders\nto the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a\nviolation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of\nany fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as the case may\nbe, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement,\nthen the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest\nthereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed *first* from principal\nand *then* interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable\nAdvance or portion thereof with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement\nRate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s\nor the Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an\naccommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer or the Trustee,\nas applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior\npayment of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred\nor otherwise) and accrued interest thereon. In all events, the decision to defer\n\n-243-\n\nreimbursement or to seek immediate reimbursement\nof Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee\nor the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion\nHolders for any such election that such party makes as contemplated by this Section 3.17(c) or for any losses, damages or\nother adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation of the Servicing\nStandard or any duty under this Agreement. Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making\nan election, or refraining from making an election, that is authorized under this Section 3.17(c).\n\nNo determination by the Master\nServicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest thereon under\nthis Section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate (in respect\nof realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period of deferral.\n\nWith respect to any modification\nor amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the Special\nServicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the 17g-5\nInformation Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).\n\n(d)              \nWith respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require\nthe lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held\nin any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer, as the\ncase may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account,\nunless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted\nunder the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for other purpose\nconsistent with the Servicing Standard and the loan documents, upon a subsequent default.\n\n(e)              \nWithin one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer\nor the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or amendment\nof any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.\n\nSection 3.18       \nModifications, Waivers, Amendments and Consents. (a)  The\nMaster Servicer shall process waivers, modifications, amendments and consents that are not Major Decisions or Special Servicer Decisions\nwith respect to any Serviced Mortgage Loan and any related Serviced Companion Loan that, in either case, is not a Specially Serviced Loan,\nwithout the consent or approval of the Directing Certificateholder (except as specified in the definition of “Master Servicer Decision”)\nor the consent or approval of the Special Servicer. The Special Servicer shall process waivers, modifications, amendments and consents\nwith respect to Specially Serviced Loans and shall also process waivers, modifications, amendments and consents that are\n\n-244-\n\nMajor Decisions or Special Servicer Decisions\nwith respect to any Serviced Mortgage Loan and any related Serviced Companion Loan. The Master Servicer and Special Servicer may mutually\nagree that a modification, waiver, amendment or consent that constitutes a Major Decision or Special Servicer Decision with respect to\nany Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a non-Specially Serviced Loan shall be processed\nby the Master Servicer, subject to the Special Servicer’s consent and, prior to the occurrence and continuance of a Control Termination\nEvent, the Special Servicer having obtained the consent or approval of the Directing Certificateholder pursuant to Section 6.08.\nExcept as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d),\nSection 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any\nother conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced\nWhole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise\nor consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to\nthe terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan\nand/or related Companion Loan (or consent to any such modification, waiver or amendment) that would constitute a Major Decision without\n(x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan with\nrespect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the consent (or deemed consent) of\nthe Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described\nunder, Section 6.08(a), (y) (i) after the occurrence and during the continuance of a Control Termination Event and\n(ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of\nthe Controlling Class, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted\nwith the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) or (z) after the occurrence\nand during the continuance of an Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor\nif and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension, modification,\nwaiver, amendment or forbearance entered into pursuant to this Section 3.18(a) shall extend (or have the effect of extending)\nthe Maturity Date beyond the earlier of (i) five (5) years prior to the Rated\nFinal Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related\nfee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining\nterm of the Ground Lease. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan\nfor more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such\nMortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to\nany such extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating\nAdvisor, the Directing Certificateholder and the Risk Retention Consultation Party ((i) in the case of the Directing Certificateholder\nprior to the occurrence and continuance of a Consultation Termination Event and (ii) in the case of the Directing Certificateholder and\nthe Risk Retention Consultation Party other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an\nOpinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required\nor permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in\n\n-245-\n\naccordance with Section 3.11(d))\nthat such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan\nwithin the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior\nto the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the\nDirecting Certificateholder, the Risk Retention Consultation Party or the Holder of the majority of the Controlling Class, the Special\nServicer shall obtain the consent (or deemed consent) of the Directing Certificateholder and the Risk Retention Consultation Party, (y) after\nthe occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation\nTermination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Risk Retention\nConsultation Party or the Holder of the majority of the Controlling Class, consult with the Directing Certificateholder and the Risk Retention\nConsultation Party and (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, consult with\nthe Operating Advisor, in each case if and to the extent required pursuant to Section 6.08(a).\n\nExcept as otherwise described\nin this Agreement, prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will only be permitted\nto take any of the Special Servicer Decisions in clauses (iv), (v), (vi) and (vii) of the definition\nof “Special Servicer Decision” as to which the Directing Certificateholder has consented in writing within ten (10) Business\nDays (or, with respect to clause (vii) of the definition of “Special Servicer Decision”, five (5) Business Days)\nafter receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing\nCertificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if\nsuch written consent has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day) period,\nthe Directing Certificateholder shall be deemed to have approved such action); provided, that after the occurrence and during the\ncontinuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other\nthan with respect to any Excluded Loan with respect to the Directing Certificateholder, the Special Servicer shall consult with the Directing\nCertificateholder with respect to any Special Servicer Decision.\n\nNotwithstanding the foregoing,\nsubject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification,\nwaiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially\nServiced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially\nServiced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or\nsupplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that,\nif the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default\nwith respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”\nof the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).\n\nSubject to Section 6.08,\napplicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer\nshall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other\n\n-246-\n\nparcels of real property at any time the Mortgage\nLoan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced\nCompanion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special\nServicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation\nto the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation\nof any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current\nratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered\nsatisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to\nSection 3.25) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or\nrelated Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse\nREMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the\nexpense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense\nof the Trust) with respect thereto).\n\nUpon receiving a request\nfor any matter described in this Section 3.18(a) that constitutes a Major Decision or Special Servicer Decision with respect\nto a Serviced Mortgage Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special\nServicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request,\nthe Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and, except as provided\nin the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision or Special\nServicer Decision. With respect to such request, the Master Servicer shall continue to cooperate with the Special Servicer by delivering\nany additional information in the Master Servicer’s possession to the Special Servicer that is reasonably requested by the Special\nServicer relating to such Major Decision. Unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer\nshall process any Major Decision or Special Servicer Decision, the Master Servicer shall not be permitted to process any Major Decision\nor Special Servicer Decision and will not be required to interface with the Mortgagor or provide a written recommendation and/or analysis\nwith respect to any Major Decision or Special Servicer Decision. If the Master Servicer and the Special Servicer mutually agree that the\nMaster Servicer will (subject to the consent (or deemed consent) of the Special Servicer) process a request with respect to a Major Decision\nor Special Servicer Decision and the Master Servicer is recommending approval of such request, the Master Servicer will prepare and submit\nits written analysis and recommendation to the Special Servicer with all information in the possession of the Master Servicer that the\nSpecial Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer will be entitled\n(subject to any applicable consultation rights of the Operating Advisor or any applicable consent or consultation rights of the Directing\nCertificateholder or any applicable consultation rights of any related Companion Holders) to approve or disapprove any modification, waiver,\namendment or other action that constitutes a Major Decision or Special Servicer Decision. In addition, the Master Servicer shall provide\nthe Special Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where the collateral\nfor the Mortgage Loan is the Ground Lease, and the Special Servicer will determine in accordance with the Servicing Standard whether the\nTrust as lender\n\n-247-\n\nshould cure any Mortgagor defaults relating\nto Ground Leases. Any costs relating to any such cure of a Mortgagor default relating to a Ground Lease shall be paid by the Master Servicer\nas a Servicing Advance.\n\nNeither the Master Servicer\nnor the Special Servicer shall enter into, or structure (including, without limitation, by way of the application of credits, discounts,\nforgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with respect to a Mortgage Loan in a\nmanner that would have the effect of placing amounts payable as compensation, or otherwise reimbursable, to the Master Servicer or the\nSpecial Servicer in a higher priority than the allocation and payment priorities set forth in Section 3.02(b) or in the related\nIntercreditor Agreement.\n\n(b)              \nIf the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or\ndeferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced\nMortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)\nof the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment\ndefault or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s\nCertificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value basis\n(the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the\nholders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree\nto a modification, waiver or amendment of such Specially Serviced Loan, subject to (w) the provisions of this Section 3.18(b)\nand Section 3.18(c), (x) with respect to any Major Decision (a) the approval of the Directing Certificateholder with\nrespect to any Mortgage Loan other than any Excluded Loan (prior to the occurrence and continuance of a Control Termination Event or after\nthe occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation\nTermination Event, upon consultation with the Directing Certificateholder) and (b) upon request of the Risk Retention Consultation Party,\nwith respect to a Specially Serviced Loan other than any Excluded Loan as to such party, non-binding consultation with the Risk Retention\nConsultation Party (within the same time period as it would obtain the approval of, or consult with, the Directing Certificateholder),\nin each case as provided in Section 6.08, (y) after the occurrence and during the continuance of an Operating Advisor\nConsultation Event, consultation with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) and\n(z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect\nto a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to\nadvise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant\nto the terms of the related Intercreditor Agreement; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence\nand continuance of a related AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the\nextent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights,\nand the Risk Retention Consultation Party shall have no consultation rights, regarding the matter; provided, further, that\nin the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion\nof Counsel that such release or substitution would not be a “significant\n\n-248-\n\nmodification” of the Mortgage Loan within\nthe meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein\nto the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the\nControlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult\nwith the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions\nand consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth\nin Section 6.08 for consulting with the Operating Advisor.\n\nIn connection with (i) the\nrelease of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the\nlien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or\nany portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents\nrequire the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation of the related Mortgagor\nof) the LTV Ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting\nthe remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such\ncalculation shall, unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any,\nas determined by an appropriate third party.\n\nIf, following any such release\nor taking, the LTV Ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer, as the case may be, shall require\npayment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions, unless\nthe related Mortgagor provides an Opinion of Counsel that if such amount is not paid, the related Mortgage Loan will not fail to be a\nQualified Mortgage.\n\nThe Special Servicer shall\nuse its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated Final Distribution\nDate and shall not agree to an extension, modification, waiver, amendment or forbearance of any term of any Specially Serviced Loan for\nwhich it is acting as special servicer if such extension, modification, waiver, amendment or forbearance would (1) extend (or have\nthe effect of extending) the maturity date of any such Specially Serviced Loan to a date occurring later than the earlier of (a) five\n(5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily by a\nleasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing\nStandard giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of a\nControl Termination Event, with the consent of the Directing Certificateholder, (B) to the extent such modification, waiver or amendment\nconstitutes a Major Decision, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a), (in either such\ncase, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party) and (C) after the occurrence and during\nthe continuance of an Operating Advisor Consultation Event, after consulting with the Operating Advisor if and to the extent required\npursuant to Section 6.08, ten (10) years prior to the expiration of such leasehold estate (including any options to extend\nsuch leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless\n\n-249-\n\ninterest accrues on the related Mortgage Loan,\nor Serviced Whole Loan generally at the related Mortgage Rate.\n\n(c)              \nAny provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan\nis in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected\nby the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any\nmodification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related\nMortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”\nof the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).\n\n(d)              \nTo the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),\nand Section 6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18\nif such matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b)\nand Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or relates to a Specially Serviced\nLoan) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion\nLoan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment\n(i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)\nand (ii) will not cause an Adverse REMIC Event. In making this determination, the Master Servicer or the Special Servicer may obtain\nand rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of\nthe related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor\nor such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the Master\nServicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such\nother Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer\nnor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment\nof a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due\nDate with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.\n\n(e)              \nSubject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any\nrequest by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting\nof which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of\nthe instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require\nthat such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable\nor customary fee, for the additional services performed in connection with such request; provided that the charging of such fee\nis not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).\n\n-250-\n\n(f)               \nAll modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant\nto this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the\nrelated Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer\nin accordance with the Servicing Standard).\n\n(g)              \nWith respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18,\nthe Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence\nand during the continuance of an Operating Advisor Consultation Event), the Directing Certificateholder and the Risk Retention Consultation\nParty (in the case of the Directing Certificateholder, other than following the occurrence and continuance of a Consultation Termination\nEvent and in the case of the Directing Certificateholder or the Risk Retention Consultation Party, other than with respect to any\nExcluded Loan as to such party), the applicable Companion Holder (or, to the extent the related Serviced Companion Loan has been included\nin an Other Securitization, to the applicable master servicer under the related Other Pooling and Servicing Agreement) (unless, with respect\nto a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan\nSeller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder\nor the Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5\nInformation Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment\n(in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended\nand the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which\nit is responsible for processing pursuant to Section 3.18, the Master Servicer shall provide written notice of any such modification,\nwaiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer, the Directing Certificateholder (only prior to\nthe occurrence and continuance of a Consultation Termination Event, and other than with respect to an Excluded Loan), the applicable Companion\nHolder (or, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the applicable master servicer\nunder the related Other Pooling and Servicing Agreement) (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB\nControl Appraisal Period has occurred, if applicable), the Risk Retention Consultation Party (other than with respect to an Excluded Loan\nas to such party) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer\nof such Mortgage Loan or the Directing Certificateholder or Risk Retention Consultation Party) and the 17g-5 Information Provider\n(which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).\nThe party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being\ndelivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such\nmodification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy\nto the applicable Companion Holder (or, to the extent the related Serviced Companion Loan has been included in an Other Securitization,\nto the applicable master servicer under the related Other Pooling and Servicing Agreement), if any. Following receipt of the Master Servicer’s\nor the Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator,\nthe Certificate Administrator shall forward a copy thereof to each Holder of a\n\n-251-\n\nCertificate (other than the Class R Certificates).\nWith respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional secured debt or mezzanine\ndebt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))\nor the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Sections 3.18(a)\nand (m)) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business\nDays immediately following the Master Servicer or the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence\nof such additional secured debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the\nform of Exhibit KK, to *!nacctsecnotifications@computershare.com* and an Additional Disclosure Notification in the form\nattached hereto as Exhibit DD. The notice contemplated in the preceding sentence shall set forth, to the extent the Special\nServicer or the Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information, (1) the\namount of additional secured debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated\non the basis of such Mortgage Loan and additional secured debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage\nLoan and additional secured debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to\ninclude such information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate\nAdministrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC®\nInvestor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably\nacceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in\nthe form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer, the Special Servicer\nand the Certificate Administrator may agree on a different delivery time and format for the information set forth in this paragraph.\n\n(h)              \nSubject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master Servicer\nshall process all defeasance transactions for the Mortgage Loans and shall be entitled to all defeasance fees paid related thereto (provided\nthat for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection with a defeasance\nthat the Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or,\nwith regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant\nto the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)\nand the Master Servicer has received: (i) replacement collateral consisting of government securities within the meaning of Treasury\nRegulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an amount\nsufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due; (ii) a certificate\nof an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet\nall payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with\nthe requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents; (iii) one or more\nOpinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first\npriority perfected security interest in such substituted Mortgaged Property; provided, however, that, to the extent consistent\nwith the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related\n\n-252-\n\nMortgagor shall pay the cost of any such opinion\nas a condition to granting such defeasance; (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,\nCompanion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required by the\nRating Agencies; (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents,\nthe Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but\nnot limited to the cost of maintaining any successor mortgagor; and (vi) to the extent permissible under the Mortgage Loan documents\nand, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency\nConfirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,\nwithdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however, that\nno such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate\nsubstantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized\nwith such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000; (ii) a Mortgage Loan\nthat represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans and (iii) a Mortgage Loan that is not\none of the ten (10) largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the\nMortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent\nwith the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent\nset forth in the applicable Mortgage Loan Purchase Agreement.\n\n(i)                \nNotwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the\ncontrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)\nof the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property\npursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of\nthe defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided\nthat such substitution is consistent with the Servicing Standard and the Master Servicer reasonably determines that allowing their use\nwould not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel\n(at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion Loan documents\nor otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant modification”\nof such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute\nan Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h)\n(including receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed\nby the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from each\nRating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification\nof its then-current ratings of any class of Serviced Companion Loan\n\n-253-\n\nSecurities (if any) (provided that such\nrating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.25).\n\nNotwithstanding the foregoing,\nin the case of each Mortgage Loan Seller, with respect to all of the Mortgage Loans sold by such Mortgage Loan Sellers that are subject\nto defeasance (other than (i) in the case of Wells Fargo Bank, National Association, the Marriott Indianapolis North and 1500 Post Oak\nBoulevard Mortgage Loans; (ii) in the case of Goldman Sachs Mortgage Company, the Del Rey Campus Mortgage Loan; (iii) in the case of Goldman\nSachs Mortgage Company and RREF V - D Direct Lending Investments, LLC, the Mall at Prince George’s Mortgage Loan; (iv) in the case\nof Barclays Capital Real Estate Inc., the ONX Industrial Campus Mortgage Loan and (v) in the case of Natixis Real Estate Capital LLC,\nthe Amsdell Compass Portfolio and Oak Shore Commerce Park Mortgage Loans), the related Mortgage Loan Seller has transferred to a third\nparty or has retained on behalf of itself or an Affiliate the related Retained Defeasance Rights and Obligations. In the event the Master\nServicer receives notice of a defeasance request with respect to a Mortgage Loan which provides for Retained Defeasance Rights and Obligations\nin the related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written\nnotice of such defeasance request to the applicable Mortgage Loan Seller. Until such time as a Mortgage Loan Seller provides the Master\nServicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations\nshall be delivered pursuant to the notice provisions of this Agreement. With respect to any such Mortgage Loan subject to Retained Defeasance\nRights and Obligations, if the successor borrower is not designated or formed by the applicable Mortgage Loan Seller or any Affiliate\nor successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.\n\n(j)                \nIf required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,\nthe Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible\nAccounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property\nshall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan\ndocuments. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance\nAccount for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,”\nwithin the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii).\nTo the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by\nit from defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments\nmade on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition\nof “Available Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein\nto the contrary, in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in\nexcess of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in the case of a leap year).\n\n-254-\n\n(k)              \nNotwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case\nmay be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies\nthat such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced\nCompanion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner\nas any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the\ncost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out\nof general collections) grant or accept any consent, approval or direction regarding the termination of the related property manager or\nthe designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is\none of the ten (10) largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that is at least\nequal to 5% of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.\n\n(l)                \nNotwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in\nconnection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer\nshall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of\nCounsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not cause\nan Adverse REMIC Event to the extent the Special Servicer determines in its reasonable good faith business judgment consistent with the\nServicing Standard that such Opinion of Counsel is reasonably necessary.\n\n(m)            \nNotwithstanding any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor\nAgreement, the Master Servicer may, without any Directing Certificateholder approval, consent or consultation (except as otherwise provided\nbelow in the definition of Master Servicer Decision), the Risk Retention Consultation Party’s consultation or the Special Servicer’s\napproval, consent or consultation take any of the following actions with respect to Non-Specially Serviced Loans (and in the case\nof clause (ix), a Non-Serviced Mortgage Loan) (each such action, a “Master Servicer Decision”): (i) grant\nwaivers of non-material covenant defaults (other than financial covenants and receipt of financial statements, but including immaterial\ntiming waivers such as with respect to late financial statements) (except that, other than with respect to any Excluded Loan with respect\nto the Directing Certificateholder or the Holder of the majority of the Controlling Class, and prior to the occurrence and continuance\nof a Control Termination Event, the Directing Certificateholder’s consent (or deemed consent) shall grant timing waivers of more\nthan 3 consecutive late deliveries of financial statements); (ii) consents to releases of non-material, non-income producing\nparcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the ability of the\nrelated Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are required by the related\nMortgage Loan documents and there is no material lender discretion permitted under the Mortgage Loan documents; (iii) approve or\nconsent to grants of easements or rights of way (including, without limitation, for utilities, access, parking, public improvements or\nanother purpose) or subordination of the lien of the Mortgage Loan to easements if the Special Servicer has determined, in accordance\nwith the proviso to the definition of “Special Servicer Decision”, that such easements or rights of way do not materially\naffect the use or value\n\n-255-\n\nof a Mortgaged Property or a Mortgagor’s\nability to make payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant subordination, non-disturbance\nand attornment agreements and consents involving leasing activities that do not involve a ground lease and affect an area less than or\nequal to the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged Property and (2) 30,000 square\nfeet of the improvements at the Mortgaged Property, including approval of new leases and amendments to current leases; (v) approve\nor consent to actions and releases related to condemnation of parcels of a Mortgaged Property if the Special Servicer has determined,\nin accordance with the proviso to the definition of “Special Servicer Decision”, that such condemnation is not with respect\nto a material parcel or a material income producing parcel and such condemnation does not materially affect the use or value of the related\nMortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or any related Companion\nLoan when due; (vi) consent to a change in property management relating to any Mortgage Loan and related Serviced Companion Loan\nif the replacement property manager is not a Borrower Party and the Mortgage Loan has an outstanding principal balance less than $10,000,000);\n(vii) approve annual operating budgets for Mortgage Loans; (viii) grant any extension or enter into any forbearance with respect\nto the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan\nso long as (A) such extension or forbearance does not extend beyond 60 days (or, if the refinance or sale documentation is reasonably\nsatisfactory in form and substance to both the Master Servicer and the Special Servicer, 120 days) after the related Maturity Date and\n(B) the related Mortgagor, has delivered documentation reasonably satisfactory in form and substance to the Master Servicer or the\nSpecial Servicer, which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within\n60 days (or, if the refinance or sale documentation is reasonably satisfactory in form and substance to both the Master Servicer and the\nSpecial Servicer, 120 days) after the date on which such Balloon Payment will become due; (ix) any non-material modification,\namendment, consent to a non-material modification or waiver of any term of any Intercreditor Agreement if the Special Servicer has\ndetermined, in accordance with the provisions to the definition of “Major Decision”, that such modification, amendment or\nconsent is administrative in nature, including a note splitting amendment; provided, that if any such modification or amendment\nwould adversely impact the Special Servicer, such modification or amendment will additionally require the consent of the Special Servicer\nas a condition to its effectiveness; (x) any determination of an Acceptable Insurance Default, except that, prior to the occurrence\nand continuance of a Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder\nor the Holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be required\nin accordance with this Agreement for any such determination; (xi) approve or consent to any defeasance of the related Mortgage Loan\nor Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance collateral required under the Mortgage\nLoan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States\nwould be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage Loan or Serviced\nWhole Loan documents do not otherwise permit such principal prepayment; (xii) any determination to bring a Mortgaged Property into\ncompliance with applicable environmental laws or to otherwise address hazardous material located at a Mortgaged Property subject, prior\nto the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, to the consent (or\ndeemed consent) of the Directing\n\n-256-\n\nCertificateholder; (xiii) any transfer\nof the Mortgaged Property that the Mortgage Loan documents allow without the consent of the lender but subject to satisfaction of conditions\nspecified in the Mortgage Loan documents where no material lender discretion is necessary in order to determine if such conditions are\nsatisfied; (xiv) [reserved]; (xv) to the extent not a Major Decision or a Special Servicer Decision pursuant to clause (x)\nof the definition of “Major Decision” or clause (iii) of the definition of “Special Servicer Decision”,\nrespectively, approve any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit\nheld as “performance”, “earn-out”, “holdback” or similar escrows or reserves where such request\nis for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating\nexpenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan documents (all such fundings\nand disbursements being collectively referred to as “Routine Disbursements”) or any other funding or disbursement as\nmutually agreed upon by the Master Servicer and the Special Servicer; provided, however, that in the case of any Mortgage\nLoan whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate, at the related origination date, 10% of\nthe initial principal balance of such Mortgage Loan (which Mortgage Loans are identified on Schedule 2 hereto), no such funding\nor disbursement of such escrows, reserves, holdbacks or letters of credit will be deemed to constitute a Routine Disbursement, and will\ninstead constitute Special Servicer Decisions, except for the routine funding of tax payments and insurance premiums when due and payable\nand except for any such funding or disbursement as to which the related Mortgage Loan documents do not provide for material lender discretion;\nand (xvi) grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision or\na Special Servicer Decision; provided that (w) any such action would not in any way affect a payment term of the Certificates,\n(x) any such action would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant\nto Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for\nfederal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust), to the extent requesting such opinion\nis consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing\nto such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided,\nfurther, that, with respect to any Serviced AB Whole Loan, the foregoing matters shall not include (and Master Servicer Decision\nshall not include) any action that constitutes a “major decision” under the related Intercreditor Agreement. In the case of\nany Master Servicer Decision that expressly requires the consent of the Directing Certificateholder or Special Servicer, as applicable,\nsuch consent shall be deemed given if a response to the request for consent is not provided within ten (10) Business Days after receipt\nof the Master Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder\nor Special Servicer, as applicable, and reasonably available to the Master Servicer in order to grant or withhold such consent. In connection\nwith the processing by the Master Servicer of any Master Servicer Decision, after completion thereof, the Master Servicer shall deliver\nnotice thereof to the Special Servicer (and the Special Servicer shall promptly, prior to the occurrence and continuance of a Consultation\nTermination Event and other than in respect of any Excluded Loan, deliver notice thereof to the Directing Certificateholder, except to\nthe extent that the Directing Certificateholder notifies the Special Servicer that the Directing Certificateholder does not desire to\nreceive copies of such items). The foregoing is intended to be\n\n-257-\n\nan itemization of actions the Master Servicer\nmay take without having to obtain the approval of any other party and is not intended to limit the responsibilities of the Master Servicer\nhereunder.\n\n(n)              \nNo Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing\nsuch modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest, principal\nand other amounts) shall only be payable after the point in time at which all interest and principal on the senior or “A”\nportion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall no longer be outstanding;\nprovided, however, that interest and other amounts in respect of such junior or “B” portion may accrue prior\nto such point in time.\n\nSection 3.19       \nTransfer of Servicing Between the Master Servicer and the Special Servicer;\nRecordkeeping; Asset Status Report. (a)  Upon determining that a Servicing Transfer Event has occurred with respect\nto any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer,\nas the case may be, shall promptly give notice to the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor\nand the Directing Certificateholder (in the case of the Directing Certificateholder, (i) prior to the occurrence and continuance\nof a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) thereof, and the Master Servicer shall\ndeliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive\nof all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special\nServicer with all documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating\nto such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise\navailable to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume\nits functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence\nwithin five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (iii),\n(iv), (viii) or (ix) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice\nfrom the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue\nto act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special\nServicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer\nshall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, the Directing Certificateholder (with respect to the\nDirecting Certificateholder (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than\nwith respect to any Excluded Loan), a copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the Special\nServicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence and continuance\nof a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of\nthe notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.\n\nUpon determining that a Specially\nServiced Loan (other than an REO Loan) has become current and has remained current for three (3) consecutive Periodic Payments (provided\nthat (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the\n\n-258-\n\nSpecial Servicer, and (ii) for such purposes\ntaking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan), and that no other\nServicing Transfer Event is continuing with respect thereto, the Special Servicer shall promptly give notice thereof to the Master Servicer,\nthe Operating Advisor, the related Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control\nAppraisal Period has occurred) and the Directing Certificateholder (with respect to the Directing Certificateholder, (i) prior to\nthe occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) and shall\nreturn the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special\nServicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s\nobligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage\nLoan and, if applicable, the related Companion Loan shall recommence.\n\n(b)              \nIn servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals\nof documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent within\nits possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional\nrelated Mortgage Loan or Serviced Companion Loan information including material written correspondence with the related Mortgagor.\n\n(c)              \nNotwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with\nrespect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced\nMortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the\nSpecial Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the\nMaster Servicer to produce any additional reports.\n\n(d)              \nNo later than sixty (60) days after a Servicing Transfer Event for a Serviced Mortgage Loan and, if applicable, the related Companion\nLoan, the Special Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to\nsuch Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property to the Master Servicer, the Directing\nCertificateholder (but with respect to the Directing Certificateholder, only in respect of any Mortgage Loan other than (A) any Excluded\nLoan or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the occurrence\nand continuance of a Consultation Termination Event), the Operating Advisor (but, other than with respect to an Excluded Loan, only after\nthe occurrence and during the continuance of an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall\npromptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with\nrespect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion Loan\nhas been included in an Other Securitization, to the applicable master servicer of such Other Securitization into which the related Serviced\nCompanion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator\nand the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s Website.\nEach Final Asset Status Report shall be labeled or otherwise identified or communicated as being final by the Special\n\n-259-\n\nServicer. For the avoidance of doubt, the Master\nServicer shall not make any Asset Status Reports available to any Certificateholders on its website. None of the parties to this Agreement\nshall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator. Further, the Certificate Administrator\nshall not request any Asset Status Report or Final Asset Status Report from the Master Servicer. Such Asset Status Report shall set forth\nthe following information to the extent reasonably determinable based on the information that was delivered to the Special Servicer in\nconnection with the transfer of servicing pursuant to the Servicing Transfer Event:\n\n(i)                                a\nsummary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;\n\n(ii)                              a\ndiscussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard,\nthat are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for\nthe related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;\n\n(iii)                          the\nmost current rent roll, and income or operating statement available for the related Mortgaged Property;\n\n(iv)                          (A)   the\nSpecial Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification\nof a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing or otherwise\nrealized upon (including any proposed sale of a Defaulted Loan or REO Property), (B)   a description of any such\nproposed or taken actions, and (C)   the alternative courses of action that were or are being considered by the\nSpecial Servicer in connection with the proposed or taken actions;\n\n(v)                             the\nstatus of any foreclosure actions or other proceedings undertaken with respect to such Specially Serviced Loan, any proposed workouts\nand the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the\nrelated Mortgage Loan or Serviced Whole Loan;\n\n(vi)                         a\ndescription of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,\nif applicable) or franchise agreement;\n\n(vii)                      the\ndecision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s\nrationale for its proposed decision, including its rejection of the alternatives;\n\n(viii)                   an\nanalysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than\nnot taking such action, setting forth (x)   the basis on which the Special Servicer made such determination and\n(y)   the net present value calculation and all related assumptions;\n\n-260-\n\n(ix)                          the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together\nwith a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation\nof those adjustments; and\n\n(x)                            such\nother information as the Special Servicer deems relevant in light of the Servicing Standard.\n\nIf within ten (10) Business\nDays of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if\nthe Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder\n(communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders and the\nholder of any related Companion Loan, as a collective whole (taking into account the *pari passu* or subordinate nature of any Companion\nLoan), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,\nthat the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable\nMortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder\nor the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the\nDirecting Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has\nnot made the affirmative determination described above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset\nStatus Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the\nDirecting Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event and, in the case of a Serviced\nAB Whole Loan, only prior to the occurrence and continuance of a Consultation Termination Event and during an AB Control Appraisal Period\nwith respect to the related AB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance\nof an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5\nInformation Provider’s Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an\nExcluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence\nand continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above in this\nSection 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing\nwithin ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination, in accordance\nwith the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any related\nCompanion Loan, as a collective whole (taking into account the *pari passu* or subordinate nature of any Companion Loan); provided\nthat, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days following the\nfirst submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report,\nif consistent with the Servicing Standard; and provided, however, that such Asset Status Report does not, and is not intended\nto be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The procedures described in\nthis paragraph are collectively referred to herein as the “Directing Certificateholder Approval Process”.\n\n-261-\n\nThe Special Servicer may,\nfrom time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report\nshall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything\nherein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority\nof the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall\nconsult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan with respect\nto the Directing Certificateholder or the Holder of the majority of the Controlling Class that includes a Major Decision and consider\nalternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08\nfor consulting with the Operating Advisor.\n\nNo direction or disapproval\nof the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder\nto consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause\nthe Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the\nSpecial Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC,\nor (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the\nREMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan\nSellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to\nany claim, suit or liability or (d) materially expand the scope, or materially reduce the rights, of the Special Servicer’s,\nthe Trustee’s or the Master Servicer’s responsibilities under this Agreement.\n\nPrior to the occurrence and\ncontinuance of an Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating\nAdvisor promptly following the approval or deemed approval of the Directing Certificateholder.\n\nIf an Operating Advisor Consultation\nEvent has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both an Operating Advisor Consultation Event has\noccurred and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status\nReport prepared in connection with a Specially Serviced Loan to the Operating Advisor (and for so long as no Consultation Termination\nEvent has occurred, the Directing Certificateholder (other than with respect to an Excluded Loan)). Prior to the occurrence and continuance\nof an Operating Advisor Consultation Event, the Operating Advisor’s review of a Final Asset Status Report shall only provide background\ninformation to support the Operating Advisor’s duties concerning the Special Servicer’s compliance with the Servicing Standard,\nand the Operating Advisor shall not provide comments to the Special Servicer in respect of such Final Asset Status Report. After the occurrence\nand during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the Special Servicer\nin respect of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset\nStatus Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose\npossible alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders\n(including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. The Special Servicer\nshall consider such alternative courses of action and any\n\n-262-\n\nother feedback provided by the Operating Advisor\n(and so long as no Consultation Termination Event has occurred, the Directing Certificateholder (other than with respect to an Excluded\nLoan)) in connection with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer may revise the Asset\nStatus Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and so long as no Consultation\nTermination Event has occurred, the Directing Certificateholder (other than with respect to an Excluded Loan)), to the extent the Special\nServicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input and/or recommendations are consistent\nwith the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole\nLoan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account\nthe *pari passu* or subordinate nature of such Companion Loan)).\n\nPromptly upon determining\nwhether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing\nCertificateholder, the Special Servicer shall revise the Asset Status Report, if applicable (but is under no obligation to follow any\nparticular recommendation of the Operating Advisor or the Directing Certificateholder), and deliver to the Operating Advisor and the Directing\nCertificateholder the revised Asset Status Report (until a Final Asset Status Report is issued) or notice that the Special Servicer has\ndecided not to revise such Asset Status Report, as applicable. The procedures described in this and the immediately preceding paragraph\nare collectively referred to as the “ASR Consultation Process”.\n\nAfter the occurrence and\nduring the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with respect to the Directing\nCertificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder shall have no right to consent\nto any Asset Status Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination\nEvent but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder (except with respect\nto any Excluded Loan) and, after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor,\nshall consult with the Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status\nReport. The Directing Certificateholder (other than in its capacity as a Certificateholder) (in each case, after the occurrence and during\nthe continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan)), shall have no right to receive\nany Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall\nonly be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer\nmay choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account\nany input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods described above,\nbut is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.\n\nNotwithstanding the foregoing,\nprior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the Special\nServicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant to this\nAgreement and the related Intercreditor Agreement, but\n\n-263-\n\nthe Directing Certificateholder will have no\napproval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be\nas set forth in the related Intercreditor Agreement.\n\nThe consent and consultation\nrights of the Directing Certificateholder, the Risk Retention Consultation Party and the Operating Advisor with respect to Asset Status\nReports are subject to the provisions of Section 6.08.\n\n(e)              \n(i)  Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the\ndefinition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master\nServicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with\nall information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it\nto negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within\nfive (5) Business Days of the occurrence of each such event.\n\n(ii)                                 After\nthe occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described\nin clause   (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day\nor 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at\nthe same time such notice is provided to the Special Servicer pursuant to clause   (i) above.\n\n(f)               \nPrior to the occurrence and continuance of a Control Termination Event, no later than five (5) Business Days following the establishment\nof a Final Asset Status Report with respect to any Specially Serviced Loan, the Special Servicer shall deliver in electronic format to\nthe Directing Certificateholder (other than any Excluded Loan with respect to such party) a draft notice that will include a draft summary\nof the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)\n(and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance of an\nAB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to the Directing Certificateholder).\nWith respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority\nof the Controlling Class, if, prior to the occurrence and continuance of a Control Termination Event, within five (5) Business Days of\nreceipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary, then the Special\nServicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator\nfor posting on the Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing Certificateholder\naffirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer\nshall revise the summary and deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves\nsuch draft summary; provided, however, that if the Directing Certificateholder has not approved of the draft summary of\nthe Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report,\nthen the most recent draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such twentieth (20th) Business\n\n-264-\n\nDay shall be deemed to be the final summary\nof the Final Asset Status Report; provided, further, however, that if at any time the Special Servicer determines\nthat any affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the Certificateholders\nand the holder of any related Companion Loan, as a collective whole (taking into account the *pari passu* or subordinate nature of\nany Companion Loan), pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary\nof the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant\nto Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in any event no later\nthan five (5) Business Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer\nshall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate\nCompanion Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved\nby the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent such\nIntercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status\nReport and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s\nWebsite pursuant to Section 3.13(b).\n\n(g)              \nNo provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because\nof any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.\n\nSection 3.20       \nSub-Servicing Agreements. (a)  Each of the\nMaster Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of\nany or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is\nconsistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions\nof this Agreement; (ii) provides that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no\nlonger act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee\nshall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party\nunder such agreement, or, alternatively, may act in accordance with Section 7.02 under the circumstances described therein\n(subject to Section 3.20(g)); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related\nCompanion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary\nunder such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party\nthereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor,\nthe Certificate Administrator, the Master Servicer or the Special Servicer, as applicable (other than the Master Servicer or Special Servicer\nthat enters into such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder\n(or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising\ntherefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement\nwith respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing\nAgreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional\nmanner and by such other Persons as is\n\n-265-\n\nprovided in such Sub-Servicing Agreement;\n(v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except\nthrough the Master Servicer or the Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04;\n(vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special\nServicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to\ntake any action constituting a Major Decision without the consent of the Master Servicer or the Special Servicer, as applicable (which\nconsent shall not be granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement\nentered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer,\nat the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; (ix) provides that the Sub-Servicer\nshall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following\nthe expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting\nitems required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article XI or\nunder the Sub-Servicing Agreement or to the applicable master servicer under any other pooling and servicing agreement that the Depositor\nis a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement\nregarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations\nunder Article XI or under the Exchange Act reporting items required under any other pooling and servicing agreement that the\nDepositor is a party to; and (x) provides that such Sub-Servicing Agreement shall be terminable if at any time the related Sub-Servicer\nis Risk Retention Affiliated with a Successor Third-Party Purchaser if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2).\nAny successor master servicer or successor special servicer, as applicable, hereunder shall, upon becoming a successor master servicer\nor successor special servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the applicable predecessor\nMaster Servicer or Special Servicer, as the case may be (subject to Section 3.20(g)). In addition, each Sub-Servicing\nAgreement entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate\nwith respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided,\nhowever, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,\nalthough it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports\nrequired under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing\nFees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition\nhad occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically\nprovided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee\ncopies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly\nupon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the Master Servicer\ninclude actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts\nadvanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not\nso provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been\n\n-266-\n\nadvanced by the Master Servicer out of its own\nfunds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same\nfunds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest\nin accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer as\nmay be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer\nshall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or the\nSpecial Servicer, as the case may be, shall notify the Master Servicer or the Special Servicer, as the case may be, the Trustee and the\nDepositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer,\nexcept that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.\n\n(b)              \nEach Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties\nit is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of\nthe related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s\nobligations under this Agreement.\n\n(c)              \nAs part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and\nthe Certificateholders shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the\nobligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall be required\nonly to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI. Such enforcement,\nincluding, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective\nterms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as is in\naccordance with the Servicing Standard. The Master Servicer shall have the right to remove a Sub-Servicer retained by it pursuant\nto the terms of the related Sub-Servicing Agreement.\n\n(d)              \nIn the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master\nServicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents\nand records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced\nthereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect\nthe orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.\n\n(e)              \nNotwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided\nin Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer\nshall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the\nCertificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to\nthe same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it\nis responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when\n\n-267-\n\ndue from its own funds. In no event shall the\nTrust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under\nany Sub-Servicing Agreement.\n\n(f)               \nThe Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate\nto enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.\n\n(g)              \nEach Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,\nthe Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause\nand without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor master\nservicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations\nunder the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under\nthis Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;\n(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master\nServicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without further\naction upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase\nthe obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without\nthe prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).\n\n(h)              \nWith respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon\nrequest (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,\nreasonably cooperate in delivering reports and information, including remittance information, and affording access to information to the\nrelated Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant to the\nterms hereof.\n\n(i)                \nNotwithstanding any other provision of this Agreement, no Special Servicer shall enter into any Sub-Servicing Agreement that\nprovides for the performance by third parties of any or all of its obligations herein, without, prior to the occurrence and continuance\nof any Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing\nCertificateholder or the Holder of the majority of the Controlling Class, the consent of the Directing Certificateholder, except to the\nextent necessary for the Special Servicer to comply with applicable regulatory requirements.\n\n(j)                \nExcept with respect to the Special Servicer, no party shall enter into a sub-servicing agreement with a Sub-Servicer that is a\nRisk Retention Affiliate of a Successor Third-Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2)\nof Regulation AB. Notwithstanding the preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary, may\nconclusively rely upon a representation of any Initial Sub-Servicer that such Sub-Servicer is not, to its actual knowledge, a Risk Retention\nAffiliate of a Successor Third-Party Purchaser. Except with respect to the Special Servicer, if at any time a party to this Agreement\nobtains actual knowledge that such Sub-Servicer is a servicer as contemplated\n\n-268-\n\nby Item 1108(a)(2) of Regulation AB and\nis a Risk Retention Affiliate of a Successor Third-Party Purchaser, such party shall terminate such Sub-Servicer in accordance with the\nSub-Servicing Agreement.\n\nSection 3.21       \nInterest Reserve Account. (a)  On the P&I\nAdvance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case, unless the related\nDistribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage Loans, shall deposit\ninto the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Mortgage\nLoans as of the Due Date occurring in the month preceding the month in which the P&I Advance Date occurs at the related Net Mortgage\nRate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive\nFebruary and January “Withheld Amounts”).\n\n(b)              \nOn each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date),\nthe Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding\nJanuary (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.\n\nSection 3.22       \nDirecting Certificateholder and Operating Advisor Contact with Master\nServicer and Special Servicer. Within a reasonable time upon request from the Directing Certificateholder or the Operating\nAdvisor, as applicable, and no more often than on a monthly basis, the Master Servicer and the Special Servicer shall, without charge,\nmake a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) the Directing Certificateholder\n((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded\nLoan) and (b) upon the occurrence and during the continuance of any Operating Advisor Consultation Event, the Operating Advisor (with\nrespect to a Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the\nMaster Servicer or the Special Servicer, as the case may be, is responsible.\n\nSection 3.23       \nControlling Class Certificateholders, Directing Certificateholder and\nthe Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party.\n(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to\nprovide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special\nServicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person\nsubstantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation\nor removal thereof. The Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) is hereby deemed to\nhave agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator,\nthe Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns.\nTo the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.\n\n-269-\n\nOn the Closing Date, the\ninitial Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall execute and deliver to the parties\nto this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or\nremoval of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor directing\ncertificateholder shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G\nto this Agreement prior to being recognized as the new Directing Certificateholder.\n\nUpon the later of (a) the\nClosing Date or (b) the Risk Retention Consultation Party’s selection by the holder or holders of more than 50% of the VRR Interest\nby Certificate Balance, the initial Risk Retention Consultation Party shall execute and deliver a certification to all parties to this\nAgreement substantially in the form of Exhibit P-1H to this Agreement. Upon the resignation or removal of the existing\nRisk Retention Consultation Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification\nsubstantially in the form of Exhibit P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation\nParty.\n\n(b)              \nOnce a Directing Certificateholder has been selected, the Master Servicer, the Special Servicer, the Depositor, the Trustee, the\nCertificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled\nto rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by Certificate\nBalance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate\nAdministrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing\nCertificateholder or the selection of a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate\nAdministrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class\nCertificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that\nowns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder\npursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that\nowns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to\nthe Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the\nOperating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator,\nthe Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported\nControlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently\nverifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.\nThe foregoing provisions shall not be applicable to the Directing Certificateholder that is a Loan-Specific Directing Certificateholder.\nAdditionally, once a Risk Retention Consultation Party has been selected, the Master Servicer, the Special Servicer, the Depositor, the\nTrustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall\nbe entitled to rely on such selection unless the Holders of the VRR Interest entitled to appoint the Risk Retention Consultation Party,\nby Certificate Balance, or such Risk Retention Consultation Party shall have notified the Master Servicer, the Special Servicer, the Trustee,\nthe Certificate Administrator, the\n\n-270-\n\nOperating Advisor and each other Holder of\nthe VRR Interest, in writing, of the selection of a new Risk Retention Consultation Party.\n\n(c)              \nUntil it receives notice to the contrary, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating\nAdvisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class\nCertificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.\n\n(d)              \nIn the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed or identified\nto the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer, as the case may be, has\nattempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer\nor the Special Servicer, as applicable, then until such time as the new Directing Certificateholder or Risk Retention Consultation Party,\nas applicable, is identified to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or the Special Servicer,\nas applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of the Directing Certificateholder\nor Risk Retention Consultation Party, as the case may be.\n\n(e)              \nUpon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor,\nthe Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,\na list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In addition\nto the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or Risk Retention\nConsultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee,\nthe Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, RREF V – D AIV RR L, LLC\nshall be the initial Directing Certificateholder (but not the Loan-Specific Directing Certificateholder) and shall remain so until\na successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing; provided\nthat if such Directing Certificateholder resigns, there shall be no Directing Certificateholder until such time as one is appointed pursuant\nto the terms of this Agreement and the Special Servicer or any other party under this Agreement shall not be required to consent or consult\nwith, or provide notices or documents to, such Directing Certificateholder.\n\nUntil it receives notice\nto the contrary, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall\nbe entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Risk Retention Consultation\nParty.\n\n(f)               \nIf the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate\nAdministrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling\nClass.\n\n-271-\n\n(g)              \nEach Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder\nmay have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the\nDirecting Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the\nDirecting Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling\nClass (or in the case of the Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling Class or the\nHolders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests of the Holders\nof one or more Classes including the Controlling Class or itself over the interests of the Holders of one or more other Classes of Certificates,\nor in the case of the Loan-Specific Directing Certificateholder, its own interests; and (v) the Directing Certificateholder shall\nhave no liability whatsoever (other than to a Controlling Class Certificateholder; provided that the Loan-Specific Directing\nCertificateholder shall have no such liability) for having so acted as set forth in clauses (i) through (iv) above,\nand no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent\nor principal of the Directing Certificateholder for having so acted.\n\nEach Certificateholder shall\nbe deemed to acknowledge and agree, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special\nrelationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation\nParty may act solely in the interests of the Holders of the VRR Interest; (iii) the Risk Retention Consultation Party does not have any\nliability or duties to the Holders of any Class of Certificates other than the VRR Interest; (iv) the Risk Retention Consultation Party\nmay take actions that favor interests of the Holders of one or more Classes including the VRR Interest over the interests of the Holders\nof one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability whatsoever (other\nthan to a Holder of the VRR Interest) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may\ntake any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of the\nRisk Retention Consultation Party for having so acted.\n\n(h)              \nAll requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including\nthe access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion\nHolder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable; provided,\nhowever, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required\nto be delivered under the related Intercreditor Agreement.\n\n(i)                \nUntil it receives notice to the contrary, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee\nand the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information\nof the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any Serviced AB\nWhole Loan Controlling Holder.\n\n(j)                \nWith respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole\nLoan, the related Serviced Whole Loan\n\n-272-\n\nControlling Holder shall exercise such rights\nin accordance with the related Intercreditor Agreement.\n\n(k)              \nThe Certificate Registrar shall determine which Class of Certificates is then-current Controlling Class within two (2) Business\nDays of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, or\nany Certificateholder and provide such information to the requesting party.\n\n(l)                \n[Reserved].\n\n(m)            \nPromptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its\nstatement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide\nto the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of\nthe new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate\nAdministrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days of its determination\nof the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination Event or (iii) any\nOperating Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation\nTermination Event or an Operating Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall, within\nten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.\n\nIn the event that a Control\nTermination Event has occurred due to a reduction of the Certificate Balance of each Class of Control Eligible Certificates (taking\ninto account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class\nin accordance with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special notice shall\nstate “A Control Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s\naggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class.”\n\nIn the event that a Consultation\nTermination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate\nBalance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state:\n“A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s\naggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard\nto the application of any Cumulative Appraisal Reduction Amounts.”\n\nIn the event that an Operating\nAdvisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance of the HRR Interest to 25% or below\nof their aggregate Original Certificate Balance, taking into account the application of any Cumulative Appraisal Reduction Amounts, such\nspecial notice shall state: “An Operating Advisor Consultation Event has occurred because the aggregate Certificate Balance of the\nHRR Interest to 25% or below of their aggregate Original Certificate Balance.”\n\n-273-\n\nThe Directing Certificateholder\nshall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan. Notwithstanding\nthe proviso to each of the definitions of “Control Termination Event” and “Consultation Termination Event”, in\neither such case, in respect of the servicing of any such Excluded Loan, a Control Termination Event and a Consultation Termination Event\nwill each be deemed to have occurred with respect to any such Excluded Loan.\n\nThe Risk Retention Consultation\nParty shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either such Risk\nRetention Consultation Party or the Holder of the majority of the VRR Interest.\n\nSection 3.24       \nIntercreditor Agreements. (a)  Each of the Master\nServicer and the Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage\nLoan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each\nsuch Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement,\nincluding, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor\nAgreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related\nIntercreditor Agreement shall govern (except that if there is any conflict between this Agreement and the penultimate paragraph of Section\n3 of the Del Rey Campus Intercreditor Agreement, the provisions of this Agreement shall control). Notwithstanding anything contrary in\nthis Agreement, the Master Servicer and the Special Servicer agrees not to take any action with respect to a Serviced Whole Loan, or a\nMortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine\nlender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender,\nas applicable, is required or permitted to consent to such action. Each of the Master Servicer and the Special Servicer acknowledges and\nagrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage\nLoan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein.\nEach of the Master Servicer and the Special Servicer further acknowledges and agrees that any Serviced Whole Loan Controlling Holder will\nhave the right to replace the Special Servicer solely with respect to the related Serviced Whole Loan, to the extent provided for herein\nand in the related Intercreditor Agreement.\n\n(b)              \nNeither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any\nentitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms\nof this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may\notherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine\nlender, neither the Master Servicer nor the Special Servicer shall comply with any instruction or direction the compliance with which\nrequires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance\nwith an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or the Special Servicer for its own account without\nreimbursement. In no event shall the Master Servicer or the Special Servicer be required\n\n-274-\n\nto consult with or obtain the consent of any\nCompanion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact\ninformation to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled\nto rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related\nIntercreditor Agreement. In no event shall the Master Servicer or the Special Servicer, as the case may be, be required to consult with\nor obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder or consult with a new Risk Retention\nConsultation Party unless the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable,\nas required under Section 3.23(e) or the Master Servicer or the Special Servicer, as applicable, have actual knowledge of\nthe identity and contact information of the new Directing Certificateholder, new Controlling Class Certificateholder, or a new Risk Retention\nConsultation Party.\n\n(c)              \nNo direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer\nor the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,\nincluding the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard and\nto maintain the REMIC status of each Trust REMIC, (b) result in the imposition of a “prohibited transaction” or “prohibited\ncontribution” tax under the REMIC Provisions or (c) materially expand the scope, or materially reduce the rights, of the Special\nServicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.\n\n(d)              \nWith respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder\nor the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect to the\nservicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related\nCompanion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder and the Risk Retention\nConsultation Party shall not be permitted to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall\nexercise such right in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder\nor the Risk Retention Consultation Party is the related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything\nin this Agreement to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or\nobtain the consent of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion\nLoan to the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion\nHolder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the\ncase may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.\n\n(e)              \nNotwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of\nany notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement\nwith respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a\nServiced Whole Loan, to the related Companion Holder, within\n\n-275-\n\nthe same time frame it is required to provide\nto the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided\nto the Controlling Class Certificateholder under this Agreement due to the occurrence and continuance of a Control Termination Event or\nthe occurrence and continuance of a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly\nnon-binding basis, to the extent having received such notices, information and reports, such related Companion Holder requests consultation\nwith respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating\nto a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the\nexpiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written\nnotice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class\nCertificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such\nrelated Companion Holder has responded within such ten (10) Business Day period (unless the Special Servicer proposes a new course of\naction that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed\nto begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights\nof the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take\nany action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special\nServicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the\nrelated Companion Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended\nby the related Companion Holder.\n\n(f)               \nEach Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion of\nthe Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the offices\nof the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master\nServicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.\n\n(g)              \nWith respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor\nAgreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days after\nreceipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.\n\n(h)              \nTo the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor\nAgreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if\nset forth herein in full.\n\nSection 3.25       \nRating Agency Confirmation. (a)  Notwithstanding\nthe terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents\nor this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting\nParty”) attempting and/or required to\n\n-276-\n\nobtain such Rating Agency Confirmation from each\nRating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating\nAgency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to\nsuch request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement\nfor Rating Agency Confirmation, then such RAC Requesting Party shall confirm (through direct communication and not by posting any confirmation\non the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation request,\nand, if it has not, promptly request the related Rating Agency Confirmation again (which may be through direct communication). The circumstances\ndescribed in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting\nParty has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall\nnot be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).\n\nIf there is no response to\nsuch Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such\nRating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement\nfor Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency\nConfirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set\nforth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such\nrequirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may\nthen take such action if the Master Servicer or the Special Servicer, as the case may be, confirms its original determination (made prior\nto making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent\nwith the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition\nshall be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer\nis rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3” (in the case of the replacement\nspecial servicer), if Fitch is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer\nhas been appointed and currently serves as a master servicer or a special servicer, as applicable, on a transaction-level basis on\na commercial mortgage-backed securities transaction currently rated by Moody’s that currently has securities outstanding and\nfor which Moody’s has not cited servicing concerns with respect to such replacement master servicer or special servicer as the sole\nor a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation\nof a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable\nreplacement master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating\nAgency or (iii) KBRA has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special servicer\nas the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”\nin contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction\nserviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating\nAgency.\n\n-277-\n\nAny Rating Agency Confirmation\nrequest made by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,\nshall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and\nshall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation\nrequest shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post\nsuch request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).\n\nPromptly following the Master\nServicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a) following\nany requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer\nor the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken\nfor the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information\nProvider’s Website in accordance with Section 3.13(c).\n\n(b)              \nNotwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan\ndocument relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release\nor substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer\nor the Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation\npursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).\n\n(c)              \nFor all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting\nParty shall deliver Rating Agency Confirmation from each Rating Agency.\n\n(d)              \nWith respect to any Serviced Pari Passu Companion Loan as to which there exists Serviced Pari Passu Companion Loan Securities,\nif any action relating to the servicing and administration of the related Whole Loan or any related REO Property (including, but not limited\nto, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”) requires\ndelivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then such action will also\nrequire delivery of a confirmation of each Companion Loan Rating Agency that such action will not result in the downgrade, withdrawal\nor qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities, if any (provided that such\nrating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.25) as a condition precedent to such action, which confirmation shall\nbe sought by the Master Servicer or the Special Servicer, as applicable, seeking the corresponding Rating Agency Confirmation(s) in connection\nwith the Relevant Action.\n\nSection 3.26       \nThe Operating Advisor. (a)  The Operating Advisor\nshall review: (i) the actions of the Special Servicer with respect to any Specially Serviced Loan (as provided in Section 3.08(a),\nSection 3.08(b), Section 3.18(a), Section 3.18(b), Section 3.19(d), Section 3.26\nand Section 6.08) and after the occurrence and during the continuance of an Operating Advisor\n\n-278-\n\nConsultation Event the actions of the Special\nServicer with respect to Major Decisions relating to any Mortgage Loan; (ii) all reports by the Special Servicer made available to\nPrivileged Persons that are posted on the Certificate Administrator’s Website and that are relevant to the Operating Advisor’s\nobligations hereunder; and (iii) each Asset Status Report (after the occurrence and during the continuance of an Operating Advisor\nConsultation Event); and (iv) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating\nAdvisor shall perform its duties hereunder in accordance with the Operating Advisor Standard. Furthermore, the Operating Advisor shall\nhave no obligation or responsibility at any time to review or assess the actions of the Master Servicer for compliance with the Servicing\nStandard, and the Operating Advisor will not be required to consider the Master Servicer actions in connection with any Operating Advisor\nAnnual Report.\n\n(b)              \nThe Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as Privileged\nInformation received from the Special Servicer or Directing Certificateholder or the Risk Retention Consultation Party in connection with\nthe Directing Certificateholder’s or the Risk Retention Consultation Party’s exercise of its rights under this Agreement (including,\nwithout limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order,\njudgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement related\nto Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant to the\nterms of this Agreement solely for purposes of complying with its duties and obligations hereunder.\n\n(c)              \n(i)  Based on the Operating Advisor’s review of: (i) any assessment of compliance report, attestation report\nand other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted\non the Certificate Administrator’s Website during the prior calendar year; (ii) prior to the occurrence and continuance of\nan Operating Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report or approved\nor deemed approved Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer; and (iii) after the\noccurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package\nprovided to the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall (but only if any Serviced Mortgage Loan\nor Serviced Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or if an Operating Advisor Consultation\nEvent occurred during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within\none hundred twenty (120) days of the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”),\nsubstantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content by\nthe Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation,\nprovisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other\ncontent included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth whether the Operating\nAdvisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing\nStandard with respect to its performance of its duties pursuant to this Agreement with respect to Specially Serviced Loans (and, after\nthe occurrence and continuance of an Operating Advisor Consultation Event, also with respect to “trust-level basis” Major\nDecisions on Non-Specially Serviced Loans)\n\n-279-\n\nduring the prior calendar year on a Trust-Level\nBasis and identifying (1) which, if any, standards with which the Operating Advisor believes, in its sole discretion exercised in\ngood faith, the Special Servicer has failed to comply and (2) any material deviations from the Special Servicer’s obligations\nhereunder with respect to the resolution or liquidation of any Specially Serviced Loan that such special servicer is responsible for servicing\nor REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan); provided, further,\nhowever, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to such special\nservicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the\ndate of such Operating Advisor Annual Report; provided, further, that the Operating Advisor shall prepare a separate Operating\nAdvisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special\nServicer. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance\nwith, or deviation from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor\ndetermines, in its sole discretion exercised in good faith, to be immaterial. Subject to the restrictions in this Agreement, including,\nwithout limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations\n(i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to\nthe resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under\nthis Agreement (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan) and (B) comply with all\nof the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions).\nIn preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to provide or obtain a legal opinion, legal\nreview or legal conclusion. Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly\npost such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))\nand the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s\nWebsite in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall be given an\nopportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate\nAdministrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating\nAdvisor Annual Report that are provided by the Special Servicer.\n\n(ii)                             In\nthe event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is limited\nor prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating Advisor or\nbecause such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions in the related\nOperating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.\nThe Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any information it is provided without\nliability for any such reliance hereunder. In the event a lack of access to Privileged Information limits or prohibits the Operating\nAdvisor from performing its duties under this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions in\nthe related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of\naccess to Privileged Information.\n\n-280-\n\n(d)              \n[Reserved].\n\n(e)              \n(i)  With respect to any Serviced Mortgage Loan or Serviced Whole Loan, after the calculation has been finalized (and,\nif an Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by the Special Servicer) of any of\nthe calculations related to: (i) Appraisal Reduction Amounts calculated by the Special Servicer; (ii) Cumulative Appraisal Reduction\nAmounts calculated by the Special Servicer; (iii) Collateral Deficiency Amounts calculated by the Special Servicer; or (iv) net\npresent value in accordance with Section 1.02(iv) calculated by the Special Servicer, the Special Servicer shall forward such\ncalculations, together with any supporting material or additional information necessary in support thereof (including such additional\ninformation that is either in the Special Servicer’s possession or reasonably obtainable by the Special Servicer and reasonably\nrequested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications),\nto the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and\nthe Operating Advisor shall promptly, but no later than five (5) Business Days after receipt of such calculations and any supporting\nor additional materials, recalculate and review for accuracy and consistency with this Agreement the mathematical calculations and the\ncorresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any\nsuch calculation.\n\n(ii)                             In\nconnection with this Section   3.26(e), in the event the Operating Advisor does not agree with the mathematical\ncalculations of the Cumulative Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount (if calculated\nby the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required\nto be utilized for such calculation, the Operating Advisor and the Special Servicer shall consult with each other in order to resolve\nany material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula\nin arriving at those mathematical calculations or any disagreement within seven (7) Business Days of delivery of such calculations. The\nMaster Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer necessary\nfor the calculation of the Cumulative Appraisal Reduction Amount or Collateral Deficiency Amount that is either in the Master Servicer’s\npossession or, solely with respect to Non-Specially Serviced Loans, reasonably obtainable by the Master Servicer. In the event the\nOperating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5)\nBusiness Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate\nAdministrator shall examine the calculations and supporting materials provided by the Operating Advisor and the Special Servicer and\ndetermine which calculation is to apply and shall provide such parties prompt written notice of its determination.\n\n(iii)                          Notwithstanding\nthe foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised by\nthe Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both an Operating\nAdvisor Consultation Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder\n\n-281-\n\nor the Holder of the majority of the\nControlling Class) and a related AB Control Appraisal Period.\n\n(f)               \nNotwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating\nAdvisor’s review shall be limited to an after-the-action review of any assessment of compliance, attestation report, Major\nDecision Reporting Package relating to a Specially Serviced Loan, Final Asset Status Report and other information delivered to the Operating\nAdvisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website\nduring the prior calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore,\nit shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers,\nlockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property management\nchanges, releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement and will\nhave no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with respect to the Operating Advisor’s\nreview of net present value and Cumulative Appraisal Reduction Amount calculations as required in Section 3.26(e) above, the\nOperating Advisor’s recalculation shall not take into account the reasonableness of Special Servicer’s property and borrower\nperformance assumptions or other similar discretionary portions of the net present value and Cumulative Appraisal Reduction Amount calculation.\n\n(g)              \nThe Operating Advisor and its Affiliates shall keep all information appropriately-labeled as “Privileged Information”\nconfidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder),\nother than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating\nthat such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to\nsupport specific findings or conclusions concerning allegations of deviations from the Servicing Standard or the Special Servicer’s\nobligations under this Agreement (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the\nOperating Advisor to replace a Special Servicer. Each party to this Agreement that receives Privileged Information from the Operating\nAdvisor with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person\nwithout the prior written consent of the Special Servicer and, unless a Control Termination Event has occurred and is continuing, the\nDirecting Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage Loan\nthat is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) other\nthan pursuant to a Privileged Information Exception. In addition and for the avoidance of doubt, while the Operating Advisor may serve\nin a similar capacity with respect to Other Securitizations that involve the same parties or borrower involved in this securitization,\nthe knowledge of the employees performing operating advisor functions for such Other Securitizations shall not be imputed to the employees\nof the Operating Advisor involved in this securitization. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share\nPrivileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same\nconfidentiality provisions applicable to the Operating Advisor.\n\n-282-\n\n(h)              \n[Reserved].\n\n(i)                \nAs compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each\nRemittance Date with respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan and Servicing Shift Mortgage Loan, but\nnot any Companion Loan) and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time\nto time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or\nREO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may\nbe, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due\non the related Mortgage Loan or deemed to be due on such REO Loan is computed. In addition, the Depositor shall pay the Operating Advisor\na fee of $10,000 (the “Operating Advisor Upfront Fee”) on the Closing Date.\n\nThe Operating Advisor shall\nbe entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b),\nsuch amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each successor\noperating advisor shall acknowledge and agree to the terms of the preceding sentence.\n\nIn addition, the Operating\nAdvisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has\nconsultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account\nas provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate Balances\nof the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to such Certificates,\nonly to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor has\nconsultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as the case\nmay be, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting\nFee from the related Mortgagor in connection with such Major Decision only to the extent not prohibited by the related Mortgage Loan documents,\nand in no event will it take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee. The Master\nServicer or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the\nrelated Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall\nthe Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting\nFee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult,\non a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating\nAdvisor will have no obligations or consultation rights in its capacity as operating advisor with respect to: (i) any Non-Serviced\nWhole Loan or any related REO Property; (ii) any Serviced AB Whole Loan, prior to the occurrence and continuance of both an AB Control\nAppraisal Period and a Control Termination Event; or (iii) any Servicing Shift Whole Loan or related REO Property; provided,\nfurther, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced\nWhole Loan.\n\n-283-\n\n(j)                \nAfter the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon:\n(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application\nof Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal\nReduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such\nCertificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor); (ii) payment\nby such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator\nin connection with administering such vote; and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation\nfrom each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will\nnot constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders\nof such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b),\nand concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction\nof Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction\nAmounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable),\nthe Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any\nrights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification\nrights (arising out of events occurring prior to such termination)) by prior written notice to the Operating Advisor, and the proposed\nsuccessor operating advisor will be appointed.\n\n(k)              \nAfter the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates\nrepresenting at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally\nreduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and\nappoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective\nuntil a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.\nNo such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating Advisor that accrued\nprior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification\nrights (arising out of events occurring prior to such termination). The Trustee may rely on a certification by the replacement Operating\nAdvisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the\nOperating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the\nSpecial Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5\nInformation Provider’s Website), the Depositor, the Directing Certificateholder (only if no Consultation Termination Event has occurred\nand is continuing), the Risk Retention Consultation Party. any Companion Holder and the Certificateholders.\n\n(l)                \nThe Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event\nhereunder may waive such Operating\n\n-284-\n\nAdvisor Termination Event within twenty (20)\ndays of the receipt of notice from the Trustee of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of\nan Operating Advisor Termination Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been\nremedied for every purpose hereunder. Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee\nand the certificate administrator will be entitled to recover all costs and expenses incurred by it in connection with enforcement action\ntaken with respect to such Operating Advisor Termination Event prior to such waiver from the Trust.\n\n(m)            \nPrior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to\nconsent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed\npursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if no\nobjection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for consent and,\nif granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.\n\n(n)              \nThe Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written\nnotice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations\nReviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon the appointment\nof, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the\nTrustee of Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been appointed and has accepted such\nappointment within thirty (30) days of receipt by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate\nAdministrator, the Asset Representations Reviewer, the Directing Certificateholder of the resigning Operating Advisor’s notice of\nresignation, the resigning Operating Advisor may petition a court of competent jurisdiction for the appointment of a successor operating\nadvisor that is an Eligible Operating Advisor. No such resignation by the Operating Advisor shall become effective until the replacement\nOperating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating\nAdvisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated\nwith a transfer of its duties pursuant to this Section 3.26.\n\n(o)              \n[Reserved].\n\n(p)              \nIn the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and\nunpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses\npursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.\n\n(q)              \nThe parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,\nthat (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions\ntaken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting\n\n-285-\n\nparty to the extent set forth in this Agreement,\n(iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except with respect to its specific obligations\nunder this Agreement, and shall have no duty to any particular Class of Certificates or particular Certificateholders, and (iv) the\nOperating Advisor does not constitute an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as\namended, or a “broker” or “dealer” within the meaning of the Exchange Act.\n\n(r)               \n[Reserved].\n\n(s)               \nThe Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible\nOperating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee\nshall appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing,\nif the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the\nDepositor shall be permitted to find a replacement.\n\n(t)                \nThe Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses (c),\n(d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements\nwith such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s duties\nand obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special\nServicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates\nor (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer,\nthe Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection\nwith due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence,\nthe Operating Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this\nAgreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements\nor by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and\nconditions as if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall be entitled\nto enter into an agreement with any agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor,\nand nothing contained in this Agreement shall be deemed to limit or modify such indemnification.\n\n(u)              \nWith respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,\nthe Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant to Section 3.23(m),\nand, with respect to any obligations of the Operating Advisor that are performed only after the occurrence and continuance of an Operating\nAdvisor Consultation Event, the Operating Advisor shall have no obligation to perform any such duties until the receipt of such notice\nor actual knowledge of the occurrence of an Operating Advisor Consultation Event.\n\nSection 3.27       \nCompanion Paying Agent. (a)  With respect to each\nof the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The\n\n-286-\n\nCompanion Paying Agent undertakes to perform\nsuch duties and only such duties as are specifically set forth in this Agreement.\n\n(b)              \nNo provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure\nto act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying\nAgent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for\nthe performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion\nPaying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely,\nas to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions,\nreports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict\nthe requirements of this Agreement.\n\n(c)              \nIn the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII\nof this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.\n\n(d)              \nThis Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying\nAgent, as regards to rights accrued prior to such resignation or removal.\n\nSection 3.28       \nServiced Companion Noteholder Register. The Companion Paying\nAgent shall maintain a register (the “Serviced Companion Noteholder Register”) with respect to each Serviced Companion\nLoan on which it will record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders from time\nto time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion\nNoteholders, along with their respective name and address, are listed on Exhibit S hereto. In the event a Serviced Companion\nNoteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no\nliability for any misdirected payment in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.\n\nThe Companion Paying Agent\nshall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced Companion\nNoteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion\nPaying Agent shall have no liability to any Person for the provision of any such name and address.\n\nFor the avoidance of doubt,\nany notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Noteholder\nwith respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under\nthe Other Pooling and Servicing Agreement.\n\nSection 3.29       \nCertain Matters Relating to the Whole Loans. (a)  In\nthe event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the\n\n-287-\n\napplicable Non-Serviced Special Servicer\nshall be replaced in accordance with the terms of the applicable Non-Serviced PSA, upon receipt of notice of a replacement, the Master\nServicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable\nNon-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.\n\n(b)              \nIf any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master\nServicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,\nthe Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the\nsame.\n\n(c)              \nIn connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion\nLoan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,\nthe Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder\nin attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder\nreasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.\n\n(d)              \nIn connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices\nor materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage\nLoan pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control\nTermination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special\nServicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)\nwaive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.\n\n(e)              \nWith respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of\na Consultation Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination\nEvent, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling\nNote Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.\n\n(f)               \nWith respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement\nand incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.\n\n(g)              \nWith respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or\nsuch analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing\nAgreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations\nReviewer or any other party to the Other Pooling and\n\n-288-\n\nServicing Agreement in connection with such\nAsset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested\nby the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession\nof the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any documents\nknown to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary to the related\noriginator or Mortgage Loan Seller or any draft documents or privileged or internal communications.\n\n(h)              \nWith respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication\nfrom the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any Major Decision pursuant to clause (xii)\nof the definition of such term or “Master Servicer Decision” pursuant to clause (ix) of the definition of such\nterm, then the Master Servicer or Special Servicer shall forward the communication to the Directing Certificateholder (other than with\nrespect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class and\nother than amendments to split or resize notes consistent with the terms of such Intercreditor Agreement) (and to the Master Servicer,\nif the Special Servicer is forwarding such communication, and to the Special Servicer, if the Master Servicer is forwarding such communication),\nand the Master Servicer or the Special Servicer, as the case may be, shall reasonably cooperate with the applicable Non-Serviced Master\nServicer or the applicable Non-Serviced Special Servicer, as the case may be, in effecting any action by the applicable Non-Serviced\nMaster Servicer or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent with the related Intercreditor\nAgreement.\n\n(i)                \nDuring the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization,\nnot later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare (if\nand to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer under the\nrelated Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari Passu Companion\nLoan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required,\nthe most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and\nCorrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File (only\nwith respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling and Servicing Agreement),\n(C) the most recent CREFC® Property File and the CREFC® Comparative Financial Status Report (in each\ncase incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c)\nby the Special Servicer and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current\nas of such Serviced Whole Loan Remittance Date, (E) a CREFC® Financial File, (F) a CREFC® Loan\nLevel Reserve/LOC Report, (G) a CREFC® Advance Recovery Report, (H) a CREFC® Total Loan Report\nand (I) the CREFC® Loan Periodic Update File. Additionally, not later than 5:00 p.m. (New York City time) on each\nrelated Serviced Whole Loan Remittance Date, the Master Servicer shall deliver or cause to be delivered or make available in electronic\nformat to the related other master servicer under the related Other Pooling and Servicing Agreement any applicable CREFC®\nLoan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from\nthe Special Servicer.\n\n-289-\n\nIn no event shall any report described in this\nsubsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments\nor collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which\nthe report is due. In addition, the Master Servicer shall deliver or cause to be delivered or make available in electronic format to the\nrelated other master servicer under the related Other Pooling and Servicing Agreement, any and all other reports required to be delivered\nby the Master Servicer to the Certificate Administrator hereunder pursuant to the terms hereof to the extent related to such Serviced\nPari Passu Companion Loan.\n\n(j)                \nOn a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related\nMortgage File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained\nby the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced\nPSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage\nLoan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization\nDate, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing\nShift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii)\nof the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer\non the related Servicing Shift Securitization Date.\n\n(k)              \nPromptly upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change\n(together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate\nAdministrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.\n\nSection 3.30       \nCertain Matters with Respect to Joint Mortgage Loans. (a)  If a Mortgage Loan Seller with respect to a Joint Mortgage\nLoan (a “Repurchasing Mortgage Loan Seller”) repurchases the Mortgage Note(s) (as such term is defined in this Section 3.30(a))\n(a “Repurchased Note”) related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan\nSeller(s) with respect to such Joint Mortgage Loan does not repurchase the Mortgage Note(s) related to such Joint Mortgage Loan that they\nsold to the Depositor, the provisions of this Section 3.30 shall apply prior to the adoption, pursuant to Section 13.01(l),\nof any amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to\nthe terms of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.30 with respect to the\nservicing and administration of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage\nLoan has been repurchased from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust\nuntil such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of\nthis Section 3.30, Section 13.01(l) and Section 13.08(a) only, “Mortgage Note” shall mean\nwith respect to any Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined in Article I)\nwith respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes. With respect to any Joint Mortgage\nLoan that is part of a Whole Loan, clauses (b)–(j) below shall not apply, and the terms of the related\n\n-290-\n\nIntercreditor Agreement shall continue to govern\nthe relationship between the related Mortgage Notes as if each related Repurchased Note were a Serviced Pari Passu Companion Loan or Non-Serviced\nPari Passu Companion Loan, as applicable. With respect to any other Joint Mortgage Loan, clauses (b)–(j) below\nshall apply to such Joint Mortgage Loan.\n\n(b)              \nCustody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held\nexclusively by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-Serviced\nCustodian as provided under the related Non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain\ntitle to its original Repurchased Note(s) and any related endorsements thereof.\n\n(i)                                All\nof the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority with each other, and no portion of any Mortgage\nNote shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related\nMortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note shall\nbe collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer *pro rata*to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section   3.30(b)(ii).\nPayments or any other amounts received with respect to the related Repurchased Note shall be held in trust for the benefit of the applicable\nRepurchasing Mortgage Loan Seller and remitted (net of its *pro rata* share of amounts payable at the Administrative Fee Rate and\nany other amounts due to the Master Servicer or the Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee\nby the Master Servicer on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller\nand deposited and applied in accordance with this Agreement, subject to Section   3.30(b)(ii). If any Joint\nMortgage Loan to which this Section   3.30 applies becomes an REO Loan, payments or any other amounts received\nwith respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt by the Master Servicer *pro rata*to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section   3.30(b)(ii).\nAny Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject to this Section   3.30\nshall be allocated to each related Mortgage Note *pro rata* based upon the respective unpaid principal balances thereof.\n\n(ii)                             If\nthe Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under\nany such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from the Master Servicer\nan amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and shortfalls relating solely\nto such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances, interest on Servicing\nAdvances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the applicable Mortgage Notes),\nshall be allocated between the holders of the related Mortgage Notes *pro rata* based upon the respective unpaid principal balances\nthereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than\nthe applicable Joint Mortgage Loan be deducted from payments or any\n\n-291-\n\nother amounts received with respect to\nsuch Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.\n\n(iii)                          A\nJoint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section   3.30 applies\nshall be serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller and the Certificateholders pursuant to the terms\nand conditions of this Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if (A)   such\nJoint Mortgage Loan were a Serviced Whole Loan, (B)   the related Mortgage Note(s) not repurchased were (1)   a\nServiced Pari Passu Mortgage Loan and (2)   the only Mortgage Loan that is part of such Joint Mortgage Loan (or\nrelated Serviced Whole Loan), and (C)   the related Repurchased Note were a Serviced Pari Passu Companion Loan.\nNo Repurchasing Mortgage Loan Seller shall be permitted to terminate the Master Servicer, the Special Servicer or the Operating Advisor\nas servicer, special servicer or operating advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under\neach such Joint Mortgage Loan shall be exercised by the Master Servicer or the Special Servicer, as applicable, on behalf of the Trust\nto the extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller in accordance with this Agreement.\n\n(iv)                          With\nrespect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section   3.30\napplies, the related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan\nHolder on a *pari passu* basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the\napplicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory\nnotes comprising Serviced Whole Loans that are *pari passu* in right of payment. Compensation shall be paid to the Master Servicer,\nthe Special Servicer and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such Repurchased\nNote were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer,\nthe Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect to any Repurchased Note\nor, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified\nherein, the Master Servicer and the Special Servicer shall have no reporting requirement with respect to any Repurchased Note other than\nto deliver to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced Pari\nPassu Companion Loan hereunder.\n\n(c)              \nIf any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.30 applies is a\nSpecially Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer\nshall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller\nin accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee\nor Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion Loan.\n\n-292-\n\n(d)              \nIf (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in\nthe belief or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable\nMortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing\nMortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer\ndetermines at any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loan to which this\nSection 3.30 applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency\nlaw or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall not be required to distribute any portion\nthereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing Mortgage Loan Seller shall promptly on demand by the Master\nServicer repay (which obligation shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have\ndistributed to such Repurchasing Mortgage Loan Seller, together with interest thereon at such rate, if any, as the Master Servicer may\npay to the related Mortgagor or such other person or entity with respect thereto.\n\n(e)              \nWith respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies,\nsubject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder and any\nconsultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders of\nany of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and\ndeterminations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided hereunder.\nWithout limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree to any\nmodification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition\nor substitution of collateral securing, and/or permit the release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan\nit is required to service and administer as contemplated by this Section 3.30, without the consent of the related Repurchasing\nMortgage Loan Seller, subject, however, to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.\n\n(f)               \nIn taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be\nsubject to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans that are not Non-Serviced\nMortgage Loans and to which this Section 3.30 applies as is consistent with this Agreement and shall be liable to any Repurchasing\nMortgage Loan Seller only to the same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.\n\n(g)              \nIf the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which\nwould otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance,\nthe applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage Loan Seller’s\nMortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable\nRepurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts\ndue to the applicable\n\n-293-\n\nRepurchasing Mortgage Loan Seller shall not\nbe offset) for Advances or interest thereon or any amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such\namounts relating to the applicable Repurchased Note. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any\nsuch Nonrecoverable Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive\na reimbursement from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall\nnot limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.\nNotwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall not exceed\nan amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.\n\n(h)              \nEach Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that, with\nrespect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the\nassignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.\n\n(i)                \nWith respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies,\nthe Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,\nexercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller as\na holder of a *pari passu* interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements\nand other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related to the applicable\nJoint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers, amendments or consents\nto or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction or cancellation, or of full\nrelease or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and\nthe related Mortgaged Property all in accordance with, and subject to, the terms of this Agreement. Each Repurchasing Mortgage Loan Seller\nagrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney or other documents\nnecessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative\nduties under this Agreement related to the applicable Joint Mortgage Loan; provided, that such Repurchasing Mortgage Loan Seller\nshall not be liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect\nto, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; provided, further,\nthat the Master Servicer or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall\nnot initiate any action in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any\naction with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any\nstate.\n\n(j)                \nPursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver\nto the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,\nany requests for release and any court pleadings, requests for trustee’s sale or other documents\n\n-294-\n\nnecessary to the foreclosure or trustee’s\nsale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided by the Mortgage\nNote(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.\n\nSection 3.31       \nResignation Upon Prohibited Risk Retention Affiliation.\nAs long as the applicable prohibition under the Risk Retention Rules or the Securities Act exists, upon the occurrence of (i) a Servicing\nOfficer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining actual\nknowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become a Risk Retention Affiliate\nof any Successor Third-Party Purchaser (an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate\nAdministrator or the Trustee receiving written notice from any other party to this Agreement, a Successor Third-Party Purchaser, any Sponsor\nor any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has\nbecome an Impermissible TPP Affiliate, (iii) an officer or manager of the Operating Advisor that is responsible for performing the duties\nof the Operating Advisor obtaining actual knowledge that it is or has become a Risk Retention Affiliate of any Successor Third-Party Purchaser,\nany Sponsor or any party to this Agreement other than itself or the Asset Representations Reviewer (an “Impermissible Operating\nAdvisor Affiliate”) or (iv) an officer or manager of the Asset Representations Reviewer that is responsible for performing the\nduties of the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of any Successor\nThird-Party Purchaser or an affiliate of any Sponsor, any party to this Agreement other than itself or the Operating Advisor or any affiliate\nof the foregoing (an “Impermissible Asset Representations Reviewer Affiliate”; and any of an Impermissible TPP Affiliate,\nan Impermissible Operating Advisor Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible\nAffiliate”), such Impermissible Affiliate shall promptly notify the Retaining Sponsor and the other parties to this Agreement\nand resign in accordance with Section 3.26, Section 6.05, Section 7.03, Section 8.07\nor Section 12.03, as applicable. The resigning Impermissible Affiliate will be required to bear all reasonable out-of-pocket\ncosts and expenses of each other party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and\nto the extent required under this Agreement; provided that if the affiliation causing an Impermissible Affiliate is the result\nof any Successor Third-Party Purchaser acquiring an interest in such Impermissible Affiliate or an affiliate of such Impermissible Affiliate,\nthen such costs and expenses shall be an expense of the Trust.\n\nSection 3.32       \nLitigation Control. (a)  With respect to any Serviced\nMortgage Loan, any Serviced Companion Loan or any related REO Loan or related REO Property, the Special Servicer shall, in accordance\nwith the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on\nthe related Mortgage Note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust, the Master\nServicer and/or the Special Servicer or any predecessor master servicer or special servicer, and represent the interests of the Trust\nin any litigation relating to the rights and obligations of the Trust, or of the Mortgagor or other Borrower-Related Party under the\nrelated Mortgage Loan documents, or with respect to the related Mortgaged Property or other collateral securing such Mortgage Loan (or\nServiced Whole Loan), or otherwise with respect to the enforcement of the obligations of a Borrower-Related Party under the related\nMortgage Loan documents (“Trust-Related Litigation”). In the event that the Master Servicer is named in any Trust-Related\nLitigation but no Special Servicer is named in such Trust-Related Litigation (regardless of whether\n\n-295-\n\nthe Trust is named in such Trust-Related\nLitigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event no later\nthan within ten (10) Business Days of the Master Servicer receiving service of such Trust-Related Litigation. The Operating Advisor\nshall not be required to review the actions of the Special Servicer with respect to Trust-Related Litigation unless such review is\notherwise related to the performance of the Operating Advisor’s duties, rights and obligations in respect of a Final Asset Status\nReport and/or Asset Status Report.\n\n(b)              \nTo the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor a Special Servicer is\nnamed, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer\nshall (i) provide quarterly (unless requested in writing from time to time on a more frequent basis but not more frequently than\nmonthly) status reports to the Special Servicer regarding such Trust-Related Litigation; provided, however, nothing\nin this requirement to deliver a status report shall require or obligate the Master Servicer to provide privileged or confidential information;\n(ii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master\nServicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions\nrelated to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel; provided\nthat the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the extent\nset forth in Section 3.32(e); and provided, however, that if there are claims against the Master Servicer and\nthe Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable\nto the Master Servicer.\n\n(c)              \nNo Special Servicer shall (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related\nLitigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Directing Certificateholder\n(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance of a Consultation Termination Event)\n(to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided that the Special\nServicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder) and the related\nholder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent the identity of the\nholder of such Serviced Companion Loan is actually known to the Special Servicer) and the Directing Certificateholder (only if the related\nMortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination Event) has not objected in\nwriting within five (5) Business Days of having been notified thereof and having been provided with all information that the Directing\nCertificateholder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood\nand agreed that if such written objection has not been received by the Special Servicer within such five (5) Business Day period, then\nthe Directing Certificateholder shall be deemed to have approved the taking of such action); provided that, if the Special Servicer\ndetermines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders\nand, with respect to a Serviced Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting for\nthe Directing Certificateholder’s response.\n\n-296-\n\n(d)              \nNotwithstanding the foregoing, no Special Servicer or Master Servicer shall follow any advice, direction or consultation provided\nby the Directing Certificateholder or the Risk Retention Consultation Party (or any other party to this Agreement) that would require\nor cause the Special Servicer or Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard,\nrequire or cause the Special Servicer or Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the\nSpecial Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder\nor any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust REMIC\ncreated hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited transaction” or “prohibited\ncontribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s or Master Servicer’s,\nas the case may be, responsibilities under this Agreement or reduce either such party’s rights hereunder.\n\n(e)              \nNotwithstanding the right of a Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject\nto the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the Master Servicer\nshall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to\nengage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable discretion, the cost\nof which shall be subject to indemnification as and to the extent provided in this Agreement.\n\n(f)               \nFurther, nothing in this Section shall require the Master Servicer to take or fail to take any action which, in the Master\nServicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the\nMaster Servicer to liability or materially expand the scope of the Master Servicer’s obligations under this Agreement or materially\nreduce its rights hereunder.\n\n(g)              \nNotwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special\nServicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any\nclaims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related\nLitigation) (and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent\nor consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation Termination Event, respectively)\nand (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or\nnot the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that\n(A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer,\n(B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust and payment of such cost or judgment\nis provided for in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement\nfor all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment,\n(D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer)\nto be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably\nsatisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).\n\n-297-\n\n(h)              \nIn the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master\nServicer and Special Servicer shall cooperate with each other to afford the Master Servicer and Special Servicer the rights afforded to\nsuch party in this Section 3.32.\n\nThis Section 3.32\nshall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement\nto be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in accordance with\nthe Servicing Standard.\n\nNotwithstanding the foregoing,\n(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that\nany judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer\nor the Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on its own behalf in order to protect\nand represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in the event of any\naction, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations\nof a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans\nor Mortgaged Properties, no Master Servicer or Special Servicer shall, without the prior written consent of the Trustee, (A) initiate\nan action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel\nto represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents\nor take any other similar actions with the intent to cause, and that actually causes, the Trustee to be registered to do business in any\nstate (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the\nTrustee to grant such consent); and (iii) in the event that any court finds that the Trustee is a necessary party in respect of any\naction, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right\nto retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee\nor individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided, however, that nothing\nin this subsection shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation\nwith respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior\nto the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required\nin Section 3.32(c), respectively) from initiating any action, suit, litigation or proceeding in its name as representative\nof the Trustee of the Trust.\n\n(i)                                Notwithstanding\nthe foregoing or anything to the contrary in this Section, this Section shall not apply and shall have no force and effect with respect\nthereto, in the event that either (i) at the time such Trust-Related Litigation is commenced or at any time during the continuance\nof such Trust-Related Litigation, Rialto Capital Advisors, LLC is no longer the Special Servicer with respect to the related Mortgage\nLoan or related Whole Loan or has received notice of its replacement as Special Servicer with respect to the related Mortgage Loan or\nrelated Whole Loan, whether or not such replacement is effective, or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller,\nany Initial Purchaser, any Underwriter, or any of their respective affiliates is an adverse party (with respect to the\n\n-298-\n\nTrust or the Special Servicer) in such\nTrust-Related Litigation or holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan\nor related Whole Loan (or any portion thereof) or the related Mortgaged Property to which Trust-Related Litigation relates, unless\notherwise agreed to in writing by each of the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that\nis such a party or holds such interest. For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special\nServicer relating to any Trust-Related Litigation shall be limited solely to the representation of the Trust and itself, separate\nand apart from the interests of any other party thereto. For the further avoidance of doubt, in such circumstance described in this paragraph,\nthe rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be as otherwise set forth with\nrespect to servicing in this Agreement.\n\nSection 3.33       \nDelivery of Excluded Information to the Certificate Administrator.\nAny Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate\nAdministrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail\n(or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information”\nfollowed by the applicable loan name and loan file to *CCTCMBSExcludedInformation@computershare.com*. For the avoidance of doubt,\nany information that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately\nposted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered\nto the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s Website\nunder the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded Controlling\nClass Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the\nCertificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator\nin which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans). The Master Servicer,\nthe Special Servicer and the Operating Advisor shall have no obligations to separately label and deliver any Excluded Information in accordance\nwith this Section 3.33 until such party has received written notice with respect to the related Excluded Controlling Class\nLoan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder\nor any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling\nClass Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and,\nif such Excluded Information is not available on the Certificate Administrator’s Website on account of it constituting Excluded\nInformation, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the\nrelated Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of\nthis Agreement, and the Master Servicer and the Special Servicer may require and rely on such certifications and other reasonable information\nprior to releasing any such information.\n\n[End of Article III]\n\n-299-\n\nARTICLE\nIV\n\nDISTRIBUTIONS TO CERTIFICATEHOLDERS\n\nSection 4.01       \nDistributions of Available Funds. (a)  On each\nDistribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer\nthe Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account\nin the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests,\nand immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order\nof priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect to any\nsucceeding priority:\n\n(i)                                  *first*,\nto the Holders of the Class   A-1, Class   A-2, Class   A-3,\nClass   X-A, Class   X-B, Class X-D, Class X-E and Class   X-F\nCertificates, *pro rata* (based upon their respective entitlements to interest for such Distribution Date), in respect of interest,\nup to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution\nDate;\n\n(ii)                             *second*,\nto the Holders of the Class   A-1, Class   A-2 and Class   A-3\nCertificates in reduction of the Certificate Balances thereof: (I)   prior to the Cross-Over Date: (1)   *first*,\nto the Holders of the Class   A-1 Certificates, up to an amount equal to the Principal Distribution Amount,\nuntil the outstanding Certificate Balance of the Class   A-1 Certificates has been reduced to zero; (2)   *second*,\nto the Holders of the Class   A-2 Certificates, up to an amount equal to the Principal Distribution Amount (or\nthe portion thereof remaining after any distributions specified in sub-clause   (1) above have been made\non such Distribution Date), until the outstanding Certificate Balance of the Class   A-2 Certificates has been\nreduced to zero; and (3)   *third*, to the Holders of the Class   A-3 Certificates\nup to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses   (1)\nand (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class   A-3\nCertificates has been reduced to zero; and (II)   on or after the Cross-Over Date, to the Class   A-1,\nClass   A-2 and Class   A-3 Certificates, *pro rata* (based on their respective\nCertificate Balances) up to an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance\nof each of the Class   A-1, Class   A-2 and Class   A-3 Certificates\nis reduced to zero;\n\n(iii)                          *third*,\nto the Holders of the Class   A-1, Class   A-2 and Class   A-3\nCertificates, *first*(A)   up to an amount equal to, and *pro rata* (based upon the aggregate unreimbursed\nRealized Losses previously allocated to each such Class) with, the aggregate unreimbursed Realized Losses previously allocated to each\nsuch Class, *then* (B)   up to an amount equal to, and *pro rata* in accordance with, all accrued and\nunpaid interest on the amount set forth in clause   (A) at the related Pass-Through Rate for each such\nClass compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;\n\n-300-\n\n(iv)                        \n*fourth*, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(v)                               *fifth*,\nafter the Certificate Balances of the Class   A-1, Class   A-2 and Class   A-3\nCertificates have been reduced to zero, to the Holders of the Class   A-S Certificates, in reduction of the\nCertificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions\nin respect of the Class   A-1, Class   A-2 and Class   A-3\nCertificates on such Distribution Date), until the outstanding Certificate Balance of the Class   A-S Certificates\nhas been reduced to zero;\n\n(vi)                         *sixth*,\nto the Holders of the Class   A-S Certificates, *first*(A)   up to an amount equal\nto the unreimbursed Realized Losses previously allocated to such Class, *then* (B)   up to an amount equal\nto all accrued and unpaid interest on the amount set forth in clause   (A) at the Pass-Through Rate for\nsuch Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is\nreimbursed;\n\n(vii)                      *seventh*,\nto the Holders of the Class   B Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(viii)                   *eighth*,\nafter the Certificate Balances of the Class   A Certificates have been reduced to zero, to the Holders of the Class   B\nCertificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion\nthereof remaining after any distributions in respect of the Class   A Certificates on such Distribution Date), until\nthe outstanding Certificate Balance of the Class   B Certificates has been reduced to zero;\n\n(ix)                           *ninth*,\nto the Holders of the Class   B Certificates, *first*(A)   up to an amount equal to the\nunreimbursed Realized Losses previously allocated to such Class, *then* (B)   up to an amount equal to all\naccrued and unpaid interest on that amount at the Pass-Through Rate for such Class   compounded monthly from\nthe date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;\n\n(x)                              *tenth*,\nto the Holders of the Class   C Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(xi)                           *eleventh*,\nafter the Certificate Balances of the Class   A and Class   B Certificates have been reduced\nto zero, to the Holders of the Class   C Certificates, in reduction of the Certificate Balance thereof, up to an\namount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class   A\nand Class   B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class   C\nCertificates has been reduced to zero;\n\n(xii)                        *twelfth*,\nto the Holders of the Class   C Certificates, *first* (A)   up to an amount equal to the\nunreimbursed Realized Losses previously allocated to such Class, *then* (B)   up\n\n-301-\n\nto an amount equal to all accrued and\nunpaid interest on the amount set forth in clause   (A) at the Pass-Through Rate for such Class compounded monthly from\nthe date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;\n\n(xiii)                     *thirteenth*,\nto the Holders of the Class   D Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(xiv)                      *fourteenth*,\nafter the Certificate Balances of the Class   A, Class   B and Class   C\nCertificates have been reduced to zero, to the Holders of the Class   D Certificates, in reduction of the Certificate\nBalance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions\nin respect of the Class   A, Class   B and Class   C Certificates on such\nDistribution Date), until the outstanding Certificate Balance of the Class   D Certificates has been reduced to\nzero;\n\n(xv)                         *fifteenth*,\nto the Holders of the Class   D Certificates, *first*, (A)   up to an amount equal to\nthe aggregate of unreimbursed Realized Losses previously allocated to such Class, *then* (B)   up to an amount\nequal to all accrued and unpaid interest on the amount set forth in clause   (A) at the Pass-Through\nRate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized\nLoss is reimbursed;\n\n(xvi)                    *sixteenth*,\nto the Holders of the Class   E Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(xvii)                 *seventeenth*,\nafter the Certificate Balances of the Class   A, Class   B, Class   C\nand Class   D Certificates have been reduced to zero, to the Holders of the Class   E Certificates,\nin reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining\nafter any distributions in respect of the Class   A, Class   B, Class   C\nand Class   D Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class   E\nCertificates has been reduced to zero;\n\n(xviii)              *eighteenth*,\nto the Holders of the Class   E Certificates, *first*, (A)   up to an amount equal to\nthe aggregate of unreimbursed Realized Losses previously allocated to such Class, *then* (B)   up to an amount\nequal to all accrued and unpaid interest on the amount set forth in clause   (A) at the Pass-Through\nRate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized\nLoss is reimbursed;\n\n(xix)                      *nineteenth*,\nto the Holders of the Class   F Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(xx)                          *twentieth*,\nafter the Certificate Balances of the Class   A, Class   B, Class   C,\nClass   D and Class   E Certificates have been reduced to zero, to the Holders of the Class   F\nCertificates, in reduction of the Certificate Balance thereof, up to an amount equal to the\n\n-302-\n\nPrincipal Distribution Amount (or the\nportion thereof remaining after any distributions in respect of the Class   A, Class   B, Class   C, Class   D and Class   E\nCertificates on such Distribution Date), until the outstanding Certificate Balance of the Class   F Certificates has been reduced to\nzero;\n\n(xxi)                      *twenty-first*,\nto the Holders of the Class   F Certificates, *first*, (A)   up to an amount equal to\nthe aggregate of unreimbursed Realized Losses previously allocated to such Class, *then* (B)   up to an amount\nequal to all accrued and unpaid interest on the amount set forth in clause   (A) at the Pass-Through\nRate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized\nLoss is reimbursed;\n\n(xxii)                   *twenty-second*,\nto the Holders of the Class   G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(xxiii)                *twenty-third*,\nafter the Certificate Balances of the Class   A, Class   B, Class   C,\nClass   D, Class   E and Class   F Certificates have been reduced to zero,\nto the Holders of the Class   G-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount\nequal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class   A,\nClass   B, Class   C, Class   D, Class   E and Class   F\nCertificates on such Distribution Date), until the outstanding Certificate Balance of the Class   G-RR Certificates\nhas been reduced to zero;\n\n(xxiv)               *twenty-fourth*,\nto the Holders of the Class   G-RR Certificates, *first*, (A)   up to an amount equal\nto the aggregate of unreimbursed Realized Losses previously allocated to such Class, *then* (B)   up to an\namount equal to all accrued and unpaid interest on the amount set forth in clause   (A) at the Pass-Through\nRate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized\nLoss is reimbursed;\n\n(xxv)                  *twenty-fifth*,\nto the Holders of the Class   H-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(xxvi)              *twenty-sixth*,\nafter the Certificate Balances of the Class   A, Class   B, Class   C,\nClass   D, Class   E, Class F and Class   G-RR Certificates have been\nreduced to zero, to the Holders of the Class   H-RR Certificates, in reduction of the Certificate Balance thereof,\nup to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the\nClass   A, Class   B, Class   C, Class   D, Class   E,\nClass   F and Class G-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the\nClass   H-RR Certificates has been reduced to zero;\n\n(xxvii)            *twenty-seventh*,\nto the Holders of the Class   H-RR Certificates, *first*, (A)   up to an amount equal\nto the aggregate of unreimbursed Realized Losses previously allocated to such Class, *then* (B)   up to an\namount equal to all accrued and unpaid interest on the amount set forth in clause   (A) at the Pass-Through\nRate for such Class compounded\n\n-303-\n\nmonthly from the date the related Realized\nLoss was allocated to such Class until the date such Realized Loss is reimbursed;\n\n(xxviii)         *twenty-eighth*,\nto the Holders of the Class   J-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution\nAmount in respect of such Class of Certificates for such Distribution Date;\n\n(xxix)                 *twenty-ninth*,\nafter the Certificate Balances of the Class   A, Class   B, Class   C,\nClass   D, Class   E, Class F, Class   G-RR and Class H-RR Certificates\nhave been reduced to zero, to the Holders of the Class   J-RR Certificates, in reduction of the Certificate Balance\nthereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect\nof the Class   A, Class   B, Class   C, Class   D,\nClass   E, Class F, Class   G-RR and Class H-RR Certificates on such Distribution Date), until\nthe outstanding Certificate Balance of the Class   J-RR Certificates has been reduced to zero;\n\n(xxx)                    *thirtieth*,\nto the Holders of the Class   J-RR Certificates, *first*, (A)   up to an amount equal\nto the aggregate of unreimbursed Realized Losses previously allocated to such Class, *then* (B)   up to an\namount equal to all accrued and unpaid interest on the amount set forth in clause   (A) at the Pass-Through\nRate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized\nLoss is reimbursed; and\n\n(xxxi)                  *thirty-first*,\nto the Holders of the Class   R Certificates in respect of the Class   UR Interest, the amount,\nif any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.\n\nIf, in connection with any\nDistribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of\npayments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently\nreceived by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the Master Servicer shall promptly\nnotify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the\nrevised distribution on a timely basis on such Distribution Date. The Master Servicer, the Special Servicer and the Certificate Administrator\nshall not be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders solely on the\nbasis of the actions described in the preceding sentence.\n\n(b)              \n[Reserved].\n\n(c)              \nOn each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal\nor reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable\nto the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(c) and Section 4.01(i)\nsuch that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate\nBalance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive\ndistributions in respect of interest in an amount equal to the Interest Distribution Amount\n\n-304-\n\nin respect of its Related Certificates, *plus*a *pro rata* portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2\nand Class LA3 Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB\nand Class LC Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated\nInterest, the Class X-D Certificates, (iv) in the case of the Class LE Uncertificated Interest, the Class X-E Certificates\nand (v) in the case of the Class LF Uncertificated Interest, the Class X-F Certificates, in each case to the extent actually distributable\nthereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively\nas the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier\nDistribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution\nAccount.\n\nAs of any date, the principal\nbalance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Class of Related Certificates with respect\nthereto, as adjusted for the allocation of Realized Losses as provided in Sections 4.01(c) and 4.04(c). The initial\nprincipal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through\nrate with respect to each Lower-Tier Regular Interest shall be the rate *per annum* set forth in the Preliminary Statement hereto.\n\nAny amount that remains in\nthe Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and\ndistribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed to the\nHolders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for such\nDistribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).\n\n(d)              \nSo long as Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further\ndistributions in respect of interest or principal other than reimbursement of Realized Losses (with interest as provided herein) and other\namounts provided for in this Section 4.01.\n\n(e)              \nFunds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance\nCharges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of\nany Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment Premium is collected\nduring any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection\nPeriod, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium (net of Liquidation Fees or Workout\nFees payable therefrom) in the following manner: to the Class of Certificates, in the following amounts: (i) to each of the Class A-1,\nClass A-2, Class A-3, Class A-S, Class B, Class C and Class D Certificates, the product of (A)\nsuch Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates and the\napplicable Principal Prepayment, and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such\nClass of Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal\nBalance Certificates for that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the\nproduct of (I)  such Yield Maintenance Charge or Prepayment Premium and (II) a\n\n-305-\n\nfraction, the numerator of which is equal to\nthe amount of principal distributed to the Class A-1, Class A-2 and Class A-3 Certificates for that Distribution\nDate, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution\nDate, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2\nand Class A-3 Certificates as described above, (iii) to the Class X-B Certificates, the excess, if any, of (A) the\nproduct of (I)  such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to\nthe amount of principal distributed to the Class A-S, Class B and Class C Certificates for that Distribution Date,\nand the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution\nDate, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-S, Class B\nand Class C Certificates as described above, and (iv) to the Class X-D Certificates, any remaining portion of such\nYield Maintenance Charge or Prepayment Premium not distributed as described above.\n\nNotwithstanding any of the\nforegoing to the contrary, if at any time the Notional Amounts of the Class X-A, Class X-B, Class X-D, Class X-E and\nClass X-F certificates and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S,\nClass B, Class C and Class D Certificates have been reduced to zero as a result of the allocation of principal payments\non the Mortgage Loans, the Certificate Administrator shall pay to the Holders of each remaining Class of Principal Balance Certificates\nthen entitled to distributions of principal on such Distribution Date the product of (a)  any Yield Maintenance Charge or Prepayment\nPremium distributable on the subject Distribution Date (net of any Liquidation Fees payable therefrom) and (b) a fraction, the numerator\nof which is equal to the amount of principal distributed to such Class for that Distribution Date, and the denominator of which is the\ntotal amount of principal distributed to all Principal Balance Certificates for that Distribution Date.\n\nFor purposes of the first\nparagraph of this Section 4.01(f), the relevant “Base Interest Fraction” in connection with any Principal Prepayment\nof any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any Class\nof Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y) the\ndifference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii) the applicable Discount\nRate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan and (ii) the\napplicable Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction be greater than 1.0; (b) if\nthe applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the Pass-Through\nRate on such Class for the related Distribution Date, then the Base Interest Fraction will equal zero; and (c) if the applicable\nDiscount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class\nfor the related Distribution Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up\nin the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect\nat the time of the prepayment.\n\nFor purposes of the preceding\nparagraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected\non any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate *per annum* equal to (i) if\na discount rate was used in the calculation of the applicable Prepayment Premium or\n\n-306-\n\nYield Maintenance Charge pursuant to the terms\nof the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted (if\nnecessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment\nPremium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated\nby the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”\nin Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before\nthe date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one\nshorter, most nearly approximating the related stated Maturity Date), such interpolated yield converted to a monthly equivalent yield.\nIf Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable\npublication as the source of the applicable yields of U.S. Treasury constant maturities.\n\nNo Yield Maintenance Charge\nor Prepayment Premium shall be distributed to the Class R Certificates.\n\nAll distributions of Yield\nMaintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution Date\npursuant to this Section 4.01(f) shall *first* be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier\nREMIC in respect of the Lower-Tier Regular Interests, *pro rata* based upon the amount of principal distributed in respect of\neach such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.\n\n(f)               \nOn each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account and\nshall distribute such amounts to reimburse the Holders of the Regular Certificates (in order of distribution priority) (first deeming\nsuch amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Realized Losses,\nif any, previously deemed allocated to them and unreimbursed after application of the Available Funds for such Distribution Date. Amounts\npaid from the Gain-on-Sale Reserve Account shall not reduce the Certificate Balances of the Classes of Certificates receiving\nsuch distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset\nfuture shortfalls and Realized Losses with respect to the Principal Balance Certificates and related Realized Losses, in each case allocable\nto the Regular Certificates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be\ndistributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.\n\n(g)              \nAll distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated *pro rata*\namong the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided\nin Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution\nDate shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and\nshall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having\nappropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions\nno less than five (5) Business Days prior to the related\n\n-307-\n\nRecord Date (which wiring instructions may\nbe in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder\nat its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible future\nreimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation and\nsurrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders\nof such final distribution.\n\nEach distribution with respect\nto a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting\nthe amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository\nParticipant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating\nbrokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage\nfirm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator,\nthe Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility\ntherefor except as otherwise provided by this Agreement or applicable law.\n\n(h)              \nExcept as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution\nwith respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses\npreviously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no\nlater than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b)\na notice in electronic format to the effect that:\n\n(i)                                the\nCertificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution\nDate but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location\ntherein specified; and\n\n(ii)                             no\ninterest shall accrue on such Certificates from and after such Distribution Date.\n\nAny funds not distributed\nto any Holder or Holders of Certificates on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates\nshall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering\nHolder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(g) shall not have been\nsurrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a\nsecond notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive\nthe final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered\nfor cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering\nCertificateholders concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect\nto escheatment of funds. The costs and\n\n-308-\n\nexpenses of holding such funds in trust and\nof contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders\nshall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder\nby the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment\nthereof in accordance with this Section 4.01(g).\n\n(i)                \nDistributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts\nand manner specified in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective Class\notherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all\ndistributions in reimbursement of Realized Losses, previously allocated to a Class of Certificates which has since been retired shall\nbe to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the\naddress of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made\nin accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based\nupon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder\nis returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and\nthe Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(g) as\nif such Holder had failed to surrender its Certificates.\n\n(j)                \n[Reserved].\n\n(k)              \nOn each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make\nwithdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:\n\n(i)                                to\npay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master Servicer in the\nCompanion Distribution Account not required to be deposited therein;\n\n(ii)                             to\nthe extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the Certificate\nAdministrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any\nsuch Person pursuant to Section   8.05, to the extent any such amounts relate solely to a Serviced Whole\nLoan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor\nAgreement;\n\n(iii)                          to\npay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion Holder,\nin accordance with the related Intercreditor Agreement; and\n\n-309-\n\n(iv)                    \nto clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.\n\nAll distributions from the\nCompanion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire\ntransfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required by this Agreement\nor the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing on the Serviced Companion\nNoteholder Register on the related Record Date (or, if no such account so appears or information relating thereto is not provided at least\nfive (5) Business Days prior to the related Record Date, by check sent by first class mail to the address of such Companion Holder or\nits agent appearing on the Serviced Companion Noteholder Register). Any such account shall be located at a commercial bank in the United\nStates.\n\nOn the final Remittance Date,\nthe Master Servicer shall withdraw from Collection Account and deliver to the Certificate Administrator who shall distribute to the Mortgage\nLoan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred from the Loss of\nValue Reserve Fund to its Collection Account on the immediately preceding Remittance Date.\n\nSection 4.02       \nDistribution Date Statements; CREFC® Investor Reporting\nPackages; Grant of Power of Attorney. (a)  On each Distribution Date, the Certificate Administrator shall make available\npursuant to Section 3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially\nin the form set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator in\nthe related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions\nmade on such Distribution Date (each, a “Distribution Date Statement”) which shall include:\n\n(i)                                the\namount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate Balance\nthereof;\n\n(ii)                            the\naggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous\nDistribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;\n\n(iii)                          the\naggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master Servicer\nand the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations Reviewer and CREFC®\nIntellectual Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for\nsuch Determination Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;\n\n-310-\n\n(iv)                         the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding\nimmediately before and immediately after such Distribution Date;\n\n(v)                            the\naggregate amount of unscheduled payments received;\n\n(vi)                         the\nnumber of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of\nthe Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution\nDate;\n\n(vii)                      the\nnumber and aggregate principal balance of the Mortgage Loans (A)   delinquent 30-59 days, (B)   delinquent\n60-89 days, (C)   delinquent 90 days to 120 days, (D)   current but specially serviced\nor in foreclosure but not an REO Property and (E)   for which the related Mortgagor is subject to oversight by a\nbankruptcy court;\n\n(viii)                   the\nvalue of any REO Property (and, with respect to any Serviced Whole Loan, the Trust’s interest therein) included in the Trust Fund\nas of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent\nAppraisal or valuation;\n\n(ix)                           the\nAvailable Funds for such Distribution Date;\n\n(x)                              the\nInterest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of such Class of Certificates for such Distribution\nDate, separately identifying any Interest Distribution Amount, Interest Accrual Amount or Interest Shortfall, for such Distribution Date\nallocated to such Class of Certificates;\n\n(xi)                            the\namount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A)   Yield\nMaintenance Charges and (B)   Prepayment Premiums;\n\n(xii)                        the\nPass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;\n\n(xiii)                     the\nScheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect to\nthe pool of Mortgage Loans;\n\n(xiv)                    the\nCertificate Balance or Notional Amount, as the case may be, of each Class of Certificates, immediately before and immediately after such\nDistribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such Distribution\nDate and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal Balance Certificates\nto date;\n\n(xv)                       the\nCertificate Factor for each Class of Certificates (other than the Class   R Certificates) immediately following\nsuch Distribution Date;\n\n-311-\n\n(xvi)                    the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable\nto the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and\nthe total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;\n\n(xvii)                 the\ncurrent Controlling Class;\n\n(xviii)              the\nnumber and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or in the\ncase of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;\n\n(xix)                      a\nloan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date\n(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;\n\n(xx)                         a\nloan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first\nDistribution Date, as of the Cut-off Date);\n\n(xxi)                      all\ndeposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;\n\n(xxii)                   in\nthe case of the Class   R Certificates, the amount of any distributions on such Certificates pursuant to Section   4.01(a),\nSection   4.01(c) and Section   4.01(e);\n\n(xxiii)                 the\namount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously allocated\nRealized Losses;\n\n(xxiv)               the\naggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date, with\nrespect to the pool of Mortgage Loans;\n\n(xxv)                  with\nrespect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of the first\nDistribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full), (A)   the\nloan number thereof, (B)   the aggregate of all Liquidation Proceeds and other amounts received in connection with\nsuch Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C)   the\namount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;\n\n(xxvi)               with\nrespect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included\nin the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries\nwith respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A)   the\nloan number of the related\n\n-312-\n\nMortgage Loan, (B)   the aggregate\nof all Liquidation Proceeds and other amounts received in connection with that determination (separately identifying the portion thereof\nallocable to distributions on the Certificates) and (C)   the amount of any Realized Loss allocated to the Principal Balance Certificates\nin respect of the related REO Loan in connection with that determination;\n\n(xxvii)            the\naggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date (or\nin the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;\n\n(xxviii)         [Reserved];\n\n(xxix)                 then-current\ncredit support levels for each Class of Certificates;\n\n(xxx)                    the\naggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since\nthe previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);\n\n(xxxi)                 a\nloan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;\n\n(xxxii)              a\nloan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the\napplicable Mortgage Loan Seller; and\n\n(xxxiii)            an\nitemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information\nwill be provided to the Certificate Administrator by the Master Servicer.\n\nIn the case of information\nfurnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv)\nand (xxxiii) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable\nClass and per Definitive Certificate.\n\nThe Certificate Administrator\nhas not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting\nof such information to the Certificate Administrator’s website or filing such information pursuant to this Agreement, including,\nbut not limited to, filing via through the EDGAR system, unless the Certificate Administrator has an explicit obligation to review or\nprepare such information.\n\nWithin a reasonable period\nof time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar\nyear was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above as\nto the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,\ntogether with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder, Certificate\nOwner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate\nAdministrator shall be deemed to have been\n\n-313-\n\nsatisfied to the extent that substantially\ncomparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time\nare in force.\n\nUpon receipt of an Asset\nReview Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate\nAdministrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which\nsuch Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s\nWebsite not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.\n\n(b)              \n[Reserved].\n\n(c)              \nThe Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin board\nservice or Internet website (in addition to making information available as provided herein) any reports or other information the Master\nServicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement, the Rating Agencies\nor any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the Special Servicer, as applicable,\nwith an Investor Certification or has executed a “click-through” confidentiality agreement in accordance with Section 3.13\n(which may be a licensed or registered investment advisor) to the extent such action does not conflict with the terms of this Agreement\n(including without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable\nlaw. Notwithstanding this paragraph, the availability of such information or reports on the Internet or similar electronic media shall\nnot be deemed to satisfy any specific delivery requirements in this Agreement except as set forth herein. In connection with providing\naccess to the Master Servicer’s or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable,\nshall take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,\nrequiring registration, a confidentiality agreement and acceptance of a disclaimer. No Master Servicer or Special Servicer, as the case\nmay be, shall be liable for dissemination of this information in accordance with this Agreement, and no Master Servicer or Special Servicer\nshall be responsible for any information delivered, produced, or made available pursuant to Section 3.13, other than information\nproduced by the Master Servicer or the Special Servicer, as applicable; provided that such information otherwise meets the requirements\nset forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled to attach\nto any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions\nrequired to be made by such report.\n\nThe Special Servicer shall\nfrom time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information\nin its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare each\nreport and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. None of the Certificate\nAdministrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto\nby the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer\ncontains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and making\n\n-314-\n\ndistributions to Certificateholders in accordance\nwith Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and allocating Realized\nLosses to the Certificates in accordance with Section 4.04.\n\nNotwithstanding the foregoing,\nthe failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant to\nthis Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of\nSection 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable\nbelief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage\nLoan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer\nor the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without\nsuggesting liability on the part of any other party hereto).\n\n(d)              \nUpon the written request of a Certificateholder, any beneficial owner of a Certificate or any prospective purchaser of a Certificate\nthat is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in\nany case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable,\nat the expense of the requesting party, the Certificate Administrator shall make available to the requesting party such information that\nis in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested\nby such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate\nRegistrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities\nlaws of any available information so furnished to any person including any prospective purchaser of a Certificate or any interest therein,\nnor for the content or accuracy of any information so furnished which was prepared or delivered to them by another.\n\n(e)              \nThe information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder\nby the parties hereto pursuant to this Agreement and by acceptance of any Certificate each Certificateholder agrees that except as specifically\nprovided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.\n\n(f)               \nUpon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case,\nis an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s\n(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable\nsatisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information is\nin the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special Servicer,\nshall provide or make available (or make available electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,\nas applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable) any Excluded\nInformation (available to Privileged Persons through the Certificate Administrator’s Website but not accessible to the Directing\nCertificateholder or such Controlling Class Certificateholder, as\n\n-315-\n\napplicable, through the Certificate Administrator’s\nWebsite because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling\nClass Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect to\nwhich the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided\nthat, in connection therewith, the Master Servicer or the Special Servicer may require a written confirmation executed by the requesting\nPerson substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, generally to the effect\nthat such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information confidential\nand is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely. In addition, the Master Servicer\nand the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class\nCertificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that the Directing\nCertificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage\nLoan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded\nSpecial Servicer with respect to the related Excluded Special Servicer Loan(s).\n\nSection 4.03       \nP&I Advances. (a)  On or before 4:00 p.m.,\nNew York City time, on each P&I Advance Date, the Master Servicer shall: (i) remit to the Certificate Administrator for deposit\nfrom its own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if\nany, with respect to the Mortgage Loans serviced by the Master Servicer to be made in respect of the related Distribution Date; (ii) apply\namounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any such obligation\nto make such P&I Advances; or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the\ntotal amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I\nAdvances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the\nCollection Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of\nLate Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made). The Master Servicer\nshall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances to be made by the Master Servicer for\na Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to Mortgage Loans serviced by the Master\nServicer for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails\nto make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I\nAdvance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer\nshall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m.,\nNew York City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder,\nthe Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I\nAdvance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property\nRoyalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account\nbut shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.\n\n-316-\n\nIf the Master Servicer or\nthe Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced Companion Loan,\nthen it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement written notice\nof the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.\n\nIf the Master Servicer or\nthe Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced\nMaster Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business Days of making\nsuch P&I Advance.\n\nNo Special Servicer shall\nhave an obligation to make any P&I Advance or any nonrecoverability determination with respect to any P&I Advance under this Agreement.\n\n(b)              \nSubject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the\nMaster Servicer with respect to any Distribution Date shall be equal to: (i) the Periodic Payments (net of related Servicing Fees\nand, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate) other\nthan Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than\nany portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received as of the close of\nbusiness on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the Master\nServicer) and (ii) with respect to each such Mortgage Loan that is delinquent in respect of its Balloon Payment as of the P&I\nAdvance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related Balloon\nPayment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c) below,\nthe obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any\nNon-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), shall continue until\nthe Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition of the REO Property,\nas the case may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.\nFor the avoidance of doubt, the Master Servicer shall make P&I Advances on the basis of the original terms of any Mortgage Loan, including\nMortgage Loans subject to forbearance agreements or other temporary deferrals or payment accommodations, unless (i) the terms of the Mortgage\nLoan have been permanently modified to reduce or forgive a monetary obligation or (ii) such advance has been determined to be a Nonrecoverable\nAdvance.\n\n(c)              \nNotwithstanding anything herein to the contrary, no P&I Advance shall be made hereunder if such P&I Advance would, if made,\nconstitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer, the Special Servicer or\nthe Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage Loan is a Nonrecoverable\nAdvance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Serviced Mortgage\nLoan independently of any determination made by the applicable Other Servicer or Other Trustee, as the case may be, under the applicable\nOther Pooling and Servicing Agreement in respect of the related Serviced Companion Loan. If the Master Servicer, the Special Servicer\nor the Trustee determines that a\n\n-317-\n\nproposed P&I Advance with respect to a\nServiced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be,\nor is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide\nthe applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such determination. If\nthe Master Servicer receives written notice from the related Other Servicer, as the case may be, that an Other Servicer or the Other Trustee\nhas determined, in accordance with the applicable Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that\nany proposed advance under the applicable Other Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any\noutstanding advance under such Other Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance,\nthen the Master Servicer, the Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously\nmade or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in\neither case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the related\nServiced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I\nAdvances with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be\nas a result of consultation with the related Other Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master\nServicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine\nthat any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.\n\nWith respect to each Non-Serviced\nMortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination (based on information provided by\nthe applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance that has been made on such\nNon-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable\nAdvance with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable Non-Serviced\nMaster Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable\nNon-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer, the Special Servicer or the Trustee\ndetermines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance\nwith respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master\nServicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced\nSpecial Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer\nreceives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case\nmay be, that either has determined, or the Non-Serviced Trustee has determined, in accordance with the applicable Non-Serviced\nPSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar\nto a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable\nadvance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such determination, determine that any P&I\nAdvance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan will be a Nonrecoverable P&I\nAdvance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to\n\n-318-\n\nmake any additional P&I Advances with respect\nto the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that\nany such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I\nAdvance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced\nSpecial Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee,\nas the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding\nP&I Advance would be, or is, as applicable, a Nonrecoverable Advance.\n\n(d)              \nIn connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),\nthe Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts\nthen on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related\nthereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement\nRate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement;\nprovided, however, that no interest will accrue on any P&I Advance (i) if the related Periodic Payment is received\non or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment\nis received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall reimburse itself\nand/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as\nsoon as practicably possible after funds available for such purpose are deposited in the Collection Account.\n\n(e)              \nNotwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance\nCharges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to\nany Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case\nof a Non-Serviced Mortgage Loan, an “appraisal reduction amount” has been made in accordance with the related Non-Serviced\nPSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon, the\ninterest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being\nherein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the\namount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this Section 4.03(e),\nand (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan\nimmediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of any Whole Loan, the portion\nof such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated\nPrincipal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence,\nthe Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution\nDate.\n\n(f)               \nIn no event shall the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.\n\n-319-\n\nSection 4.04       \nAllocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions to\nbe made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss for such\nDistribution Date. Any allocation of Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance\nthereof by the amount so allocated. Any Realized Losses so allocated to a Class of Regular shall be allocated among the respective Certificates\nof such Class of Regular Certificates in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses\nshall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized\nLosses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate\nBalance of the applicable Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal\nBalance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections\non the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount (and corresponding to a reduction of\nthe Principal Distribution Amount) are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added\nto the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated Realized Losses,\nin sequential order according to the priority of payments for the Principal Balance Certificates (and in the case of the Principal Balance\nCertificates that are Senior Certificates, on a *pro rata* basis according to the amount of unreimbursed Realized Losses on such\nClasses), in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates.\n\n(b)              \nOn each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,\nas a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.\nAny such write off shall be allocated in the following order:\n\n(i)                                *first*,\nto the Class J-RR certificates;\n\n(ii)                             *second*,\nto the Class H-RR certificates;\n\n(iii)                          *third*,\nto the Class G-RR certificates;\n\n(iv)                         *fourth*,\nto the Class F certificates;\n\n(v)                            *fifth*,\nto the Class E certificates;\n\n(vi)                         *sixth*,\nto the Class D certificates;\n\n(vii)                      *seventh*,\nto the Class C certificates;\n\n(viii)                   *eighth*,\nto the Class B certificates;\n\n(ix)                           *ninth*,\nto the Class A-S certificates; and\n\n-320-\n\n(x)                              *then*, *pro rata* (based on their respective Certificate Balances), to the Class A-1, Class A-2\nand Class A-3 Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been\nreduced to zero.\n\n(c)              \nWith respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates to Section 4.04(a)\nor Section 4.04(b), with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of the Related\nLower-Tier Regular Interest with respect thereto as a write-off.\n\nSection 4.05       \nAppraisal Reduction Amounts; Collateral Deficiency Amounts.\n(a)  For purposes of (x) determining the Controlling Class (and whether a Control Termination Event or an Operating Advisor\nConsultation Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal\nof the Special Servicer or the Operating Advisor, Cumulative Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the\nextent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates in reverse sequential order to notionally\nreduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (*i.e.*, *first*,\nto the Class J-RR Certificates, *second*, to the Class H-RR, *third*, to the Class G-RR Certificates, *fourth*,\nto the Class F Certificates, *fifth*, to the Class E Certificates, *sixth*, to the Class D Certificates, *seventh*,\nto the Class C Certificates, *eighth*, to the Class B Certificates, *ninth*, to the Class A-S Certificates and\n*finally*, *pro rata* based on their respective interest entitlements, to the Senior Certificates (other than the Class X-A,\nClass X-B, Class X-D, Class X-E and Class X-F Certificates)).\n\nAs of the first Determination\nDate following a Serviced Mortgage Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency\nAmount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer with\nrespect to such Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount determination. The\nMaster Servicer shall provide (via electronic delivery) the Special Servicer with any information in its possession that is reasonably\nrequired to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount for any Serviced Mortgage Loan and any Serviced\nCompanion Loan using reasonable efforts to deliver such information within five (5) Business Days of the Special Servicer’s reasonable\nrequest. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced Mortgage Loan has become an AB\nModified Loan, the Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced\nSpecial Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan and the calculation of the\nCollateral Deficiency Amount calculated by the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer, in addition to\nall other information reasonably required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect\nto such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of the appraisal,\ncalculation and any other information set forth in the immediately preceding clause (i) that the Special Servicer reasonably\nexpects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account\nthe most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all\nother information in its possession relevant to a Collateral Deficiency Amount determination. Upon\n\n-321-\n\nobtaining actual knowledge or receipt of notice\nby any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify\nthe Special Servicer thereof. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify any\nCollateral Deficiency Amount.\n\nFor purposes of determining\nthe Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated\nto an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in Reverse Sequential Order to notionally reduce\nthe related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates is reduced to zero.\nFor the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and continuance of a Control Termination\nEvent, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral\nDeficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a),\nbut only to the extent of the Appraisal Reduction Amounts and Cumulative Appraisal Reduction Amounts.\n\nWith respect to (i) any\nAppraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes for purposes of removal\nof a Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for\npurposes of determining the Controlling Class or the occurrence and continuance of a Control Termination Event or an Operating Advisor\nConsultation Event, the appraised value of the related Mortgaged Property shall be determined on an “as is” basis.\n\nThe Special Servicer shall\npromptly notify the Master Servicer, and the Master Servicer shall notify the Certificate Administrator, to the extent it receives such\ninformation, of the amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and any resulting Cumulative Appraisal\nReduction Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification shall be satisfied through\ndelivery of such Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Amount Template included in the\nCREFC® Investor Reporting Package with respect to the Collateral Deficiency Amount and the Cumulative Appraisal Reduction\nAmount) and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount\nand/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website, provided that, such\nnotification by the Master Servicer will be satisfied if such information is included in the Master Servicer’s regular monthly CREFC®\nLoan Periodic Update File. Based on information in its possession, the Certificate Administrator shall determine from time to time which\nClass of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate\nAdministrator shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including the identity and\ncontact information of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m)\n(the cost of obtaining such information from the Depository being an expense of the Trust).\n\n(b)              \n(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at\nany time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a\nresult of an Appraisal Reduction Amount\n\n-322-\n\nor Collateral Deficiency Amount (as applicable)\nin respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order (or, with respect to a\nNon-Serviced Mortgage Loan, require the Special Servicer to request from the applicable Non-Serviced Special Servicer) a second\nAppraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which\nthere exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use\nits reasonable efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’\nwritten request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided\nthat such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting\nthe Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the Special Servicer\nshall use commercially reasonable efforts to obtain such second Appraisal from the applicable Non-Serviced Special Servicer.\n\nIn addition, the Requesting\nHolders of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional\nAppraisal of any Serviced Mortgage Loan as to which there exists a Collateral Deficiency Amount if an event has occurred at, or with respect\nto, the related Mortgaged Property or Mortgaged Properties that would have a material effect on its or their appraised value. The Special\nServicer shall use its reasonable efforts to cause such additional Appraisal to be delivered within thirty (30) days from receipt of the\nRequesting Holders’ written request and shall cause such Appraisal to be prepared on an “as-is” basis by an MAI\nappraiser reasonably acceptable to the Special Servicer (provided that such MAI appraiser may not be the same MAI appraiser that\nprovided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal).\n\n(ii)                             Upon\nreceipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer (for Collateral Deficiency Amounts\non Non-Serviced Mortgage Loans), the Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced Mortgage\nLoans to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and Special Servicer (for\nany Serviced Mortgage Loan) shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental\nAppraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so\nwarranted, such Person shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such\nsupplemental Appraisal and (for any Serviced Mortgage Loan) receipt of information that is in the possession of the Master Servicer and\nreasonably requested by the Special Servicer from the Master Servicer. If required by such recalculation, the Appraised-Out Class\nshall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate\nBalance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount,\nas applicable. The Certificate Administrator, the Operating Advisor and the Master Servicer shall be entitled to conclusively rely on\nthe Special Servicer’s calculation or determination of any Collateral Deficiency Amount. The Holders of an Appraised-Out Class\nrequesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control,\nconsent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such\nperiod beginning upon receipt by the Special Servicer of any\n\n-323-\n\nrequest to obtain a supplemental Appraisal\npursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation\nof the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Special Servicer recalculates the Appraisal\nReduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”).\nThe rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible\nCertificates that is not an Appraised-Out Class, if any.\n\n(c)              \nWith respect to each Serviced Mortgage Loan, and each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred\n(unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into account any amendment or\nmodification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty\n(30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that\nthe value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or\ndetermination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer\nas a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation,\nas applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained\nin accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator,\nthe Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other\nthan with respect to any Mortgage Loan that is an Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal\nvaluation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested\nby the Special Servicer from the Master Servicer that is in the possession of the Master Servicer and reasonably necessary to calculate\nthe Appraisal Reduction Amount, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer,\nthe Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation\nTermination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan) the Directing Certificateholder,\nthe amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage\nLoan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal\nReduction Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with such\nduties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special Servicer\nto comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Following the Master\nServicer’s receipt from the Special Servicer of the calculation of the Appraisal Reduction Amounts, the Master Servicer shall provide\nsuch information to the Certificate Administrator in the form of the CREFC® Loan Periodic Update File and the CREFC®\nAppraisal Reduction Template provided to it by the Special Servicer or such other report or reports mutually agreed upon between the Master\nServicer and the Certificate Administrator. Such report of the Appraisal Reduction Amount shall also be forwarded by the Master Servicer\n(or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan\nhas been included in an Other Securitization, to the Other Servicer and Other Trustee of such\n\n-324-\n\nOther Securitization into which the related\nServiced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special\nServicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine the Appraisal\nReduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace\nthe prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan\nor Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a Consultation Termination Event (and unless the related\nMortgage Loan is an Excluded Loan), the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal,\nvaluation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the\nforegoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal\nvaluation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction\nEvent has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements\nof this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior\nto the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable,\nin calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided\nthat the Special Servicer has no knowledge of any material change to the related Mortgaged Property having occurred and affecting the\nvalidity of such Appraisal or valuation.\n\nThe Master Servicer shall\ndeliver by electronic mail to the Special Servicer any information in its possession or, with respect to Non-Specially Serviced Loans,\nreasonably obtainable by the Master Servicer, that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal\nReduction Amount, using reasonable efforts to deliver such information, within five (5) Business Days following the Special Servicer’s\nreasonable request therefor; provided that the Special Servicer’s failure to timely make such request shall not relieve the\nMaster Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within five (5) Business\nDays following the Special Servicer’s reasonable request. The Master Servicer shall not calculate Appraisal Reduction Amounts.\n\n(d)              \nAny Serviced Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan previously subject to an Appraisal\nReduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification of such Mortgage\nLoan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction\nEvent has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal Reduction Amount in respect\nof a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of\nthe applicable Non-Serviced PSA.\n\n(e)              \nEach Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with\nrespect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of\na Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in\nthe related Intercreditor Agreement,\n\n-325-\n\nthen, first, to the related AB Subordinate\nCompanion Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, *pro rata*,\nbetween the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of\nany Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified\nin the related Intercreditor Agreement, then, *pro rata*, between the related Serviced Pari Passu Mortgage Loan and the related Serviced\nPari Passu Companion Loan, based upon their respective outstanding principal balances.\n\nSection 4.06       \n[Reserved].\n\nSection 4.07       \nInvestor Q&A Forum; Investor Registry; and Rating Agency Q&A\nForum and Document Request Tool. (a)  The Certificate Administrator shall make available, only to Privileged Persons,\nthe Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s\nWebsite, where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the\nCertificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as the case\nmay be, relating to the reports being made available pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage\nLoans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to\nthe Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in\nany Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged\nPersons may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry\nfor the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any\nInquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special\nServicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master\nServicer to the following: *ream.investorrelations@trimont.com*), in each case within a commercially reasonable period of time following\nreceipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating\nAdvisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply\nof the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator\nby electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable\nefforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable;\nprovided that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to\nobtain such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or\nreceipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the\nCertificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion,\nthat: (i) any Inquiry is beyond the scope of the topics described above; (ii) answering any Inquiry would not be in the best\ninterests of the Trust and/or the Certificateholders; (iii) answering any Inquiry would be in violation of applicable law, the applicable\nMortgage Loan documents or this Agreement; (iv) answering any Inquiry would materially increase the duties of, or result in significant\nadditional cost or expense to, the Master\n\n-326-\n\nServicer, the Special Servicer, the Certificate\nAdministrator or the Operating Advisor, as applicable; (v) answering any Inquiry would require the disclosure of Privileged Information\n(subject to the Privileged Information Exception); (vi) that answering the Inquiry would or is reasonably expected to result in a\nwaiver of an attorney-client privilege or disclosure of attorney work product; or (vii) answering any Inquiry is otherwise, for\nany reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer\nor the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post\nor otherwise disclose any direct communications with the Directing Certificateholder or the Risk Retention Consultation Party (in its\ncapacity as Risk Retention Consultation Party) as part of its response to any Inquiries. The Certificate Administrator shall notify the\nPerson who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the\nPerson who submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling and Servicing\nAgreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer\nan Inquiry if it determines, in its respective sole discretion, that: (i) any Inquiry is beyond the scope of the topics described\nin the Pooling and Servicing Agreement; (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders;\n(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents; (iv) answering\nany Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master\nServicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable; (v) answering any Inquiry would\nrequire the disclosure of Privileged Information; or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference\nshould or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor\nhas declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and\nshall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters,\nDepositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their\nrespective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility\nor liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s\nWebsite any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial\nin nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Certificate\nAdministrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries\nfrom Certificateholders for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders\nthat they are otherwise not entitled to receive under the terms of this Agreement.\n\n(b)              \nThe Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,\nthe Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s\nWebsite, where Certificateholders or Certificate Owners that are Privileged Persons can register and thereafter obtain information with\nrespect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor Registry\nshall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization\nto the Certificate Administrator to make its name and contact information available on the Investor\n\n-327-\n\nRegistry for at least forty five (45) days\nfrom the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be asked to enter certain\nmandatory fields such as the individual’s name, the company name and email address, as well as certain optional fields such as address,\nphone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator that\nit wishes to be removed from the Investor Registry (which notice may not be within forty five (45) days of its registration), the Certificate\nAdministrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying\nor validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information\nthereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.\n\n(c)              \nThe 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.\nThe “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s\nWebsite, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date Statements, or\nsubmit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports prepared by such parties\n(each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been previously\nsubmitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each such submission\nalso, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related information. Upon\nreceipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall forward the\nRating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the following: *rarequests@trimont.com*),\nin each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from\nthe 17g-5 Information Provider, the Master Servicer or the Special Servicer, as the case may be, unless it determines not to answer\nsuch Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider\nshall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related\nresponse thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by\nthe 17g-5 Information Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the\n17g-5 Information Provider’s Website. If the Certificate Administrator, the Master Servicer or the Special Servicer determines,\nin its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing\nStandard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected\nto result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering\nany Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate\nAdministrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer\nor the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate\nAdministrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its\ncapacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required\nto answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The\n17g-5 Information\n\n-328-\n\nProvider shall promptly thereafter post the\nRating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5\nInformation Provider shall not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency\nQ&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum\nand Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None\nof the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating\nAgency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such\ninformation. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any\nRating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative\nor ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications\nthat are not submitted via the 17g-5 Information Provider’s Website.\n\nSection 4.08       \nSecure Data Room. (a)  The Certificate Administrator\nshall create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification\nand within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for\nthe Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate\nAdministrator shall promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the\nSecure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other\nPerson at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate\nAdministrator of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to *trustadministrationgroup@computershare.com*\nor submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted\nto access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents\nor information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.\n\n(b)              \nThe Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the\ntype, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction\nor confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.\nIn no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information\ncontained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document or information\nis posted in error, the Certificate Administrator may remove such document or information from the Secure Data Room. The Certificate Administrator\nshall not have any obligation to produce physical or electronic copies of any document or information provided to it for posting to the\nSecure Data Room. The Certificate Administrator shall not be responsible or held liable for any other Person’s use or dissemination\nof the documents or information contained on the Secure Data Room; provided that such event or occurrence is not also a result\nof its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required to restrict access to the\nSecure Data Room on a\n\n-329-\n\nloan-by-loan basis and any Person with\naccess to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities under\nthis Agreement.\n\n(c)              \nUpon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator\nshall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor\nor the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the\ncosts and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator\npursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise\nremoved from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence File related\nto such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall not be\nobligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section 9.01,\nthe Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate\nAdministrator be obligated to reproduce or retrieve such deleted files.\n\n[End of Article IV]\n\nARTICLE\nV\n\nTHE CERTIFICATES\n\nSection 5.01       \nThe Certificates. (a)  The Certificates will be\nsubstantially in the respective forms annexed hereto as Exhibits A-1 through and including A-2, with such appropriate\ninsertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable\njudgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,\nand may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required\nby law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.\nThe Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000\nand in integral multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A and Class X-B\nCertificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in\nintegral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class X-E, Class\nX-F and Class R Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than\n$100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable,\nof any Class of Certificates does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued\nin a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess\nof (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral\nmultiple of $1.00 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum\npercentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.\n\n-330-\n\n(b)              \nOne authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized\nsignatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate,\nthe Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Registrar\n(who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence\nthat the Certificate, has been executed and countersigned under this Agreement.\n\nSection 5.02       \nForm and Registration. No transfer of any Non-Registered\nCertificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective\nregistration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration\nor qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to RREF V –\nD AIV RR L, LLC or affiliates thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state\nsecurities laws, then the following subsections (a)-(d) shall apply.\n\n(a)              \nEach Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore\nTransactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in\ndefinitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each\na “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf\nof the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office,\nas custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated\nagents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of\nthe commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary\nRegulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted\nPeriod, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related\nRegulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set\nforth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary\nRegulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,\nas applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due\nin respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of\nsuch beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class\nis improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a\nRegulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the\nCertificate Registrar, as custodian for the Depository, as hereinafter provided;\n\nOn the Closing Date, the\nCertificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver\nto the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes\nof effecting the exchanges contemplated by the preceding paragraph. Computershare\n\n-331-\n\nTrust Company, National Association is hereby\ninitially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery\nof the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association\nis removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating\nAgent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee\nor an Affiliate thereof.\n\n(b)              \nCertificates of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on\nRule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar\nor an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of\nthe Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or\ndecreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.\n\n(c)              \nCertificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional\nAccredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in\nthe form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the\nname of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates\nto the respective beneficial owners or owners. Additionally, the Class R Certificates shall only be in the form of Definitive Certificates.\n\n(d)              \nOwners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of\ncertificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer\nwilling or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class\nor ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within\nninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce\nthe rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary\nor appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however,\nthat under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S\nBook-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above\nwith respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of\nany Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate\nRegistrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate\nissued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry\nCertificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders\nunder this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial\nownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository\nParticipants, and all references to actions\n\n-332-\n\nby Holders of such Class of Certificates will\nrefer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository\nParticipants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to\npayments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements\nto the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates\nthrough the Depository Participants in accordance with the Depository’s procedures.\n\nSection 5.03       \nRegistration of Transfer and Exchange of Certificates. (a)  The\nCertificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)\nin which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration\nof Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being\nthe “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other\nthings, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered\nCertificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and\na Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting\nto the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge shall\nbe imposed by the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other\nthan Definitive Certificates) referred to in this Section 5.03(a).\n\n(b)              \nSubject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of\nany Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\n(c)              \nRule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial\ninterest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes\nat any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in\nthe Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry\nCertificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry\nCertificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange\nof such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by\nthe Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance\nwith the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited,\na beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the\nRule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures\ncontaining information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and\n(3) a certificate in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer\nof such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant\nto and in accordance\n\n-333-\n\nwith Regulation S, then the Certificate\nRegistrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry\nCertificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate\nby the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit\nor cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream,\nor both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate\nBalance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making\nsuch exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.\n\n(d)              \nRule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest\nin the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any\ntime following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the\nRegulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate\nto a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such\nholder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent\nbeneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at\nits office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures\nfrom a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S\nBook-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,\n(2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account\nof the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the\nholder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions\napplicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee\nis otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry\nCertificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel\nto such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct\nthe Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,\nor cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance\nof the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the\naccount of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to\nthe reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from\nthe account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that\nis being exchanged or transferred.\n\n(e)              \nTemporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry\nCertificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S\nBook-Entry Certificate\n\n-334-\n\ndeposited with the Certificate Registrar as\ncustodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Book-Entry Certificate\nor Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the same Class, or\nto transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate\nto a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such\nholder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause\nthe exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.\nUpon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions\nfrom Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause\nto be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary\nRegulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain\ninformation regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer\nof an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to\nbe debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry\nCertificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the\nform of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest\nin the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A\nBook-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter\nin the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional\nBuyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the\nrequirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate\nBalance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase,\nor cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance\nof the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate\nto be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to\nbe credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate\nequal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry\nCertificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary\nRegulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.\n\n(f)               \nTemporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary\nRegulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the\ncase may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,\nas applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest\nin such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S\nBook-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering\n\n-335-\n\nto the Depository for credit to the respective\naccounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing the aggregate Certificate\nBalance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in the Regulation S\nBook-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred\nto above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates\nreferred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S\nBook-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests\nin the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry\nCertificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S\nBook-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except\nas provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall in all\nrespects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A\nBook-Entry Certificate authenticated and delivered hereunder.\n\n(g)              \nNon-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a\nClass R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry\nCertificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery\nthereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear\nor Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent\nbeneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,\nat its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,\n(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial\ninterest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate\nto be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such\nincrease and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate\nis the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable\nBook-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the\nevent that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar,\nas registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute,\nauthenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion\nretained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by\nthe aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited,\nto the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to\nthe Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor\n(which may be by email to *CCTCMBSBondAdmin@computershare.com*) or its Affiliate, the Certificate Registrar shall execute any instrument\nas may be reasonably required by the Depository to effect such exchange.\n\n-336-\n\n(h)              \nNon-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when\npermitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A\nBook-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or\nto a transferee of a Non-Book Entry Certificate (or any portion thereof).\n\n(i)                \n[Reserved].\n\n(j)                \n[Reserved].\n\n(k)              \nOther Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates\nmay be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)\nthrough (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or\nRegulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate\nRegistrar.\n\n(l)                \nRestricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers\nof interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be\nlimited to transfers made pursuant to the provisions of subsection (e) above.\n\n(m)            \nIf Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive\nlegend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates\nso issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the\nCertificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions\non transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Regulation S\nunder the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that\ndo not bear such legend.\n\n(n)              \nAll Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate\nRegistrar in accordance with the Certificate Registrar’s customary procedures.\n\n(o)              \nWith respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer\nto the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received\neither (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1\nattached hereto, to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject\nto the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined\nin Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar Law”) which is,\nto a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person\nacting on behalf of or using the assets of any such Plan or Plans (including an entity whose underlying assets include Plan assets by\nreason of investment in the entity by such\n\n-337-\n\nPlan and the application of Department of Labor\nRegulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of\nits general account under circumstances whereby the purchase and holding of such Certificates by such insurance company will be exempt\nfrom the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60\n(or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition of such Certificate will not constitute\nor result in a non-exempt violation of Similar Law) or (ii) if such Certificate is presented for registration in the name of\na purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate\nAdministrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will\nnot constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of\nthe Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate\nRegistrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters, the Operating Advisor,\nthe Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,\nSection 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator\nshall not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate\nAdministrator have received either the representation letter described in clause (i) above or the Opinion of Counsel described\nin clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by\nany of the Depositor, the Master Servicer, the Special Servicer, any sub-servicer, the Trustee, the Certificate Administrator, the\nCertificate Registrar, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust.\nEach Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not and will not become a Person specified\nin clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates\nthat would constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a non-exempt\nviolation of any Similar Law, or would otherwise violate the provisions of this Section 5.03(o) shall be deemed absolutely\nnull and void *ab initio*, to the extent permitted under applicable law.\n\n(p)              \nNo Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be a\nPlan, or any person acting on behalf of a Plan or using the assets of any such Plan or Plans (including an entity whose underlying assets\ninclude Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,\nas modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee of a Class R Certificate\nshall deliver to the transferor and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2,\nstating that the prospective transferee is not and will not become a Plan or a person acting on behalf of or using the assets of any such\nPlan or Plans (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and\nthe application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA). Each holder\nof a Class R Certificate shall be deemed to represent that it is not and will not become a Person specified in the second preceding\nsentence. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void *ab initio* and\nshall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable\nCertificates.\n\n-338-\n\n(q)              \nEach Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual\nOwnership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership\nInterest are expressly subject to the following provisions:\n\n(i)                                Each\nPerson acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual\nOwnership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.\nAny such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the\nbeneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this\nSection 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who\nis not a Permitted Transferee shall be void *ab initio* and of no effect, and the immediately preceding owner who was a Permitted\nTransferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.\n\n(ii)                             No\nResidual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express\nwritten consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer\nshall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership\nInterest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and\nthe proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the\nform attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee (A) that\nsuch proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid\nits debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder\nof a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the\nproposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed\ntransferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment\nor fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person, (5) the\nproposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as\nto which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including\na broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly\nagrees to be bound by and to abide by the provisions of this Section 5.03(p) and (y) other than in connection with\nthe initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form attached\nas Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge that\nthe proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s\nstatements in its Transferee Affidavit are false.\n\n-339-\n\n(iii)                           Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible\nOfficer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such\nproposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,\nhowever, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed\ntransferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is\na Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,\nand in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership Interest\nor such agent, the Certificate Registrar agrees to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent\nsuch information necessary to the application of Section 860E(e) of the Code as may be required by the Code, including, but not limited\nto, the present value of the total anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for\nperiods after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing\nand furnishing such information to the transferor or to such agent referred to above; provided, however, that such Persons\nshall in no event be excused from furnishing such information.\n\n(r)               \nThe Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.\n\n(s)               \nNotwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding\nrequirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator\nreasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,\nand the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information reasonably\nrequired by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or original issue discount\npayments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator\nshall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes\nof this Agreement.\n\n(t)                \nEach Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:\n\n(i)                                Such\nCertificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for\nits own account or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale\nof the Non-Registered Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R\nCertificates) is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered\nCertificate for its own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such\nNon-Registered Certificate with a view to any resale or distribution of such Non-Registered Certificate other than in accordance\nwith the restrictions set forth in this\n\n-340-\n\nSection 5.03(s), or (C) (except\nwith respect to the Class R Certificates) is an institution that is not a United States Securities Person, and is purchasing such\nNon-Registered Certificate in an Offshore Transaction.\n\n(ii)                             Such\nCertificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under the\nSecurities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except (A) to\na person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A,\n(B) (except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person\nin an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the\nClass R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in\naccordance with any applicable federal securities laws and any applicable securities laws of any state of the United States or any other\njurisdiction.\n\n(iii)                          Such\nCertificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a non-United\nStates Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry form\nand may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such transfer\nof the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification\nthat the transfer complies with such restrictions, as described in this Section 5.03(s).\n\n(iv)                         Such\nCertificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics\nof the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,\ncharter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that\nis applicable to such Certificate Owner.\n\n(u)              \nEach beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code\n(an “ERISA Plan”) or a person acting on behalf of an ERISA Plan, as a condition of its purchase of such Certificate,\nwill be deemed to have represented that (i) none of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Master\nServicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer, or any of\ntheir respective affiliated entities (the “Transaction Parties”), has provided any investment recommendation or investment\nadvice to the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan in connection with the decision to acquire\nCertificates, and the Transaction Parties are not otherwise acting as a fiduciary (within the meaning of Section 3(21) of ERISA or\nSection 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates (except where\nan exemption applies (all of the conditions of which are satisfied) or it would not otherwise result in a non-exempt prohibited transaction\nunder ERISA or Section 4975 of the Code), and (ii) the ERISA Plan fiduciary is exercising its own independent judgment in evaluating\nthe investment in the Certificates.\n\n-341-\n\nSection 5.04       \nMutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate\nRegistrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and\n(b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,\nin the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate\nRegistrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,\na new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section 5.04,\nthe Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate\nRegistrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete\nand indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate\nshall be found at any time.\n\nSection 5.05       \nPersons Deemed Owners. The Master Servicer, the Special\nServicer, the Certificate Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person\nin whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in\nthis Agreement and for all other purposes whatsoever, and the Master Servicer, the Special Servicer, the Certificate Administrator, the\nTrustee, the Certificate Registrar and any agent of any of them shall not be affected by any notice to the contrary; provided, however,\nthat to the extent that a party to this Agreement responsible for distributing any report, statement or other information required to\nbe distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report,\nstatement or other information to such beneficial owner (or prospective transferee).\n\nSection 5.06       \nAccess to List of Certificateholders’ Names and Addresses; Special\nNotices. (a)  The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent\nlist available to it of the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification\n(i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states\nthat such Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or under\nthe Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate\nRegistrar shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s\nsole cost and expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator of\nany Certificateholder, Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator, based\non information in its possession, shall promptly notify such Certificateholder, Certificate Owner of the identity of then-current\nDirecting Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall\nnot be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless\nof the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,\nthe Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time\nupon request therefor.\n\n-342-\n\n(b)              \n(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance\nwith Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution\nDate preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders, Certificate\nOwners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D\ncontaining such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and\nno more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request\nwas received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder\nor Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise\nof rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact\nthe requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially the following form shall\nbe deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator received from [name],\na Certificateholder or Certificate Owner, a request to communicate with other Certificateholders, or Certificate Owners in the securitization\ntransaction to which this report on Form 10-D relates (the “Securitization”). The requesting Certificateholder\nor Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise\nof rights under the pooling and servicing agreement governing the Securitization. Other Certificateholders or Certificate Owners may contact\nthe requesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”\n\n(ii)                             In\nverifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the\nCertificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall not\nrequire any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect\nto any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder\nor Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership\nof such Certificate: a trade confirmation, an account statement, a letter from a broker dealer or another document acceptable to the\nCertificate Administrator that is similar to any of the foregoing documents. The Certificate Administrator shall not have any obligation\nto verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such information\nconclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request to communicate will be paid\nby the Trust.\n\nSection 5.07       \nMaintenance of Office or Agency. The Certificate Registrar\nshall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration\nof transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement\nmay be served. The Certificate Registrar initially designates its office at 1505 Energy Park Drive, St. Paul, Minnesota 55108 as its office\nfor such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change\nin the location of the Certificate Register or any such office or agency.\n\n-343-\n\nSection 5.08       \nAppointment of Certificate Administrator. (a)  Computershare Trust Company, National Association is hereby\ninitially appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns\nor is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to\nfulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.\n\n(b)              \nThe Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s\nCertificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,\nAppraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper\nparty or parties.\n\n(c)              \nThe Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses incurred\nby the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the\nadvice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken\nor suffered or omitted by it hereunder in good faith and in accordance therewith.\n\n(d)              \nThe Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good\nfaith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.\n\n(e)              \nThe Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly\nor by or through agents (including, without limitation, affiliates) or attorneys; provided, however, that the appointment\nof such agents, affiliates or attorneys shall not relieve the Certificate Administrator of its duties or obligations hereunder. Computershare\nTrust Company, National Association shall perform its duties as Custodian hereunder through its Document Custody division. Computershare\nTrust Company, National Association and shall perform its duties as the Certificate Administrator role through its Corporate Trust Services\ndivision.\n\n(f)               \nThe Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special\nServicer or the Depositor.\n\nSection 5.09       \n[Reserved].\n\nSection 5.10       \nVoting Procedures. With respect to any matters submitted\nto Certificateholders for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry\nCertificates and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered\nin accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific vote:\n\n(a)              \nAny matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.\nSuch notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which\n\n-344-\n\nshall be no less than thirty (30) days and\nno later than sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders of Book-Entry\nCertificates through the Depository and by mail to the registered Holders of Definitive Certificates. In addition, the notice and related\nballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner shall be considered delivered\nto all Holders regardless of whether any Holder actually receives the notice and ballot.\n\n(b)              \nIn connection with any vote administered pursuant to this Agreement, voting Holders shall certify their holdings in the manner\nset forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with their Voting\nRights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate Administrator in accordance\nwith the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding Certificate Balance greater\nthan zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its vote, the vote may be changed or retracted\non or before the vote deadline. Any changes or retractions shall be communicated by the Certificateholder to the Certificate Administrator\nin writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing\nto change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve or\ndeny the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees or purchasers\nof any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition\nof such Certificate.\n\n(c)              \nThe Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator\nshall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete\nballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after\nthe votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include\nthe percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In\naddition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall be distributed in\naccordance with the methods described in Section 5.10(a) above. The Certificate Administrator shall also include such notice\non the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed.\nAll vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct\na new vote for the same proposition.\n\n(d)              \nAny and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne\nby the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer questions\nother than process-related questions regarding the administration of the vote.\n\n(e)              \nIf any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of\nthe Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the\nCertificate Administrator will conduct the requested vote in accordance with these procedures.\n\n-345-\n\nUnless specifically provided herein, all such\nvotes require a majority of Certificateholders to carry a proposition.\n\n[End of Article V]\n\nARTICLE\nVI\n\nTHE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE\n\nOPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE\n\nDIRECTING CERTIFICATEHOLDER\nand the risk retention\n\nconsultation party\n\nSection 6.01       \nRepresentations, Warranties and Covenants of the Master Servicer, the\nSpecial Servicer, the Operating Advisor and the Asset Representations Reviewer. (a)  The Master Servicer hereby represents,\nwarrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders and each Serviced Companion Noteholder,\nthe Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of\nthe Closing Date, that:\n\n(i)                                 The\nMaster Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of\nGeorgia, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent\nnecessary to perform its obligations under this Agreement;\n\n(ii)                              The\nexecution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement\nby the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default\n(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material\nagreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate\nany law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case of either\n(B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations\nunder this Agreement;\n\n(iii)                           The\nMaster Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated by\nthis Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this\nAgreement;\n\n(iv)                          This\nAgreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation\nof the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable\nbankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights\ngenerally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined\nin Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether\nsuch enforcement is considered in a proceeding in equity or at law;\n\n-346-\n\n(v)                             The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance\nwith the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation\nor demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith\nand reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under\nthis Agreement;\n\n(vi)                          No\nlitigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit\nthe Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely\nto materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;\n\n(vii)                       The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect\nto such risks, which in either case complies with the requirements of Section 3.07;\n\n(viii)                    No\nconsent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required\nunder federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer\nwith, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other than (A) such\nconsents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained, made or given prior\nto the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack of such consent,\napproval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance\nby the Master Servicer under this Agreement.\n\n(b)              \nThe Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders\nand each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer\nand the Operating Advisor, as of the Closing Date, that:\n\n(i)                                 The\nSpecial Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the state of\nDelaware, and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform\nits obligations under this Agreement;\n\n(ii)                              The\nexecution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement\nby the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default\n(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material\nagreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate\nany law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case of\neither (B) or (C), is likely to materially and adversely affect\n\n-347-\n\neither the ability of the Special Servicer\nto perform its obligations under this Agreement or its financial condition;\n\n(iii)                           The\nSpecial Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated by\nthis Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this\nAgreement;\n\n(iv)                          This\nAgreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation\nof the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable\nbankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights\ngenerally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined\nin Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether\nsuch enforcement is considered in a proceeding in equity or at law;\n\n(v)                             The\nSpecial Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the\nterms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation\nor demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good\nfaith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations\nunder this Agreement;\n\n(vi)                          No\nlitigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which would\nprohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment,\nis likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement;\n\n(vii)                       The\nSpecial Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,\nwhich in either case complies with the requirements of Section 3.07; and\n\n(viii)                    No\nconsent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the\nexecution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation\nof the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order\nwhich has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement,\nor which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its obligations\nhereunder.\n\n(c)              \nThe Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,\neach Serviced Companion\n\n-348-\n\nNoteholder, the Depositor, the Certificate\nAdministrator, the Master Servicer, the Special Servicer, as of the Closing Date, that:\n\n(i)                                 The\nOperating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of\nNew York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located to the extent\nnecessary to perform its obligations under this Agreement;\n\n(ii)                              The\nexecution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement\nby the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default\n(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material\nagreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate\nany law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case of\neither (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to perform\nits obligations under this Agreement or its financial condition;\n\n(iii)                           The\nOperating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated by\nthis Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this\nAgreement;\n\n(iv)                          This\nAgreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation\nof the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable\nbankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights\ngenerally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity\nor at law;\n\n(v)                             The\nOperating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the\nterms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation\nor demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s good\nfaith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to perform its\nobligations under this Agreement or the financial condition of the Operating Advisor;\n\n(vi)                          The\nOperating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to\nsuch risks, which in either case complies with the requirements of Section 3.07;\n\n(vii)                       No\nlitigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which would\nprohibit the Operating\n\n-349-\n\nAdvisor from entering into this Agreement\nor, in the Operating Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the\nOperating Advisor to perform its obligations under this Agreement;\n\n(viii)                    No\nconsent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the\nexecution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement or the consummation\nof the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or order\nwhich has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its obligations under this Agreement,\nor which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations\nhereunder; and\n\n(ix)                            The\nOperating Advisor is an Eligible Operating Advisor.\n\n(d)              \nThe Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,\nand to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:\n\n(i)                                 The\nAsset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of\nthe State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged Property\nis located to the extent necessary to perform its obligations under this Agreement;\n\n(ii)                              The\nexecution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of\nthis Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational\ndocuments, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,\nor result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or\nany of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations Reviewer\nor its property is subject, which, in the case of either (B) or (C) above, is likely to materially and adversely affect\neither the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;\n\n(iii)                           The\nAsset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated\nby this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered\nthis Agreement;\n\n(iv)                          This\nAgreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation\nof the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in\n\n-350-\n\naccordance with the terms hereof, subject\nto (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’\nrights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity\nor at law;\n\n(v)                             The\nAsset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance\nwith the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation\nor demand of any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations Reviewer’s\ngood faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations Reviewer\nto perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;\n\n(vi)                          No\nlitigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations\nReviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations\nReviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations\nReviewer to perform its obligations under this Agreement;\n\n(vii)                       The\nAsset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect\nto such risks, which in either case complies with the requirements of Section 3.07; and\n\n(viii)                    No\nconsent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the\nexecution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer with,\nthis Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement, except for\nany consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Asset\nRepresentations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect\non the ability of the Asset Representations Reviewer to perform its obligations hereunder; and\n\n(ix)                            The\nAsset Representations Reviewer is an Eligible Asset Representations Reviewer.\n\n(e)              \nThe representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of\nthis Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder\nor any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which materially\nand adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall give\nprompt written notice to the other parties hereto, each certifying Certificateholder and, prior to the occurrence and continuance of a\nControl Termination Event, the Directing Certificateholder.\n\n-351-\n\nSection 6.02       \nLiability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations\nReviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer\nshall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the\nDepositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.\n\nSection 6.03       \nMerger, Consolidation or Conversion of the Depositor, the Master Servicer,\nthe Operating Advisor, the Special Servicer or the Asset Representations Reviewer. (a)  Subject to subsection (b)\nbelow, each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer\nwill keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or\norganization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification\nis or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or\nCompanion Loans and to perform its respective duties under this Agreement.\n\n(b)              \nEach of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer\nmay be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all\nor substantially all of its assets related to commercial mortgage loan servicing, commercial mortgage surveillance or asset representations\nreview operations, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the\nDepositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or\nany Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset\nRepresentations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or\nthe Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing\ncases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other\nthan an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of\nthis Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,\nhowever, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating\nAgency with respect to the Classes of Certificates and (except with respect to the Asset Representations Reviewer), with respect to any\nclass of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may\nbe considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\nas described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Asset\nRepresentations Reviewer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer, the Asset Representations\nReviewer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer,\nthe Asset Representations Reviewer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide\na Rating Agency Confirmation with respect to ratings of the Classes\n\n-352-\n\nof Certificates or, with respect to any class\nof Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal\nor qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to\nany Serviced Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements\nof the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger\nNotice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other\nSecuritization, as the case may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing\nthat the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has not\ncomplied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying\nthe instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such\nOther Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor\nentity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special\nServicer or the Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person\nthat is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party,\nexcept to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the surviving entity of such\nmerger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder\nor (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within\nsixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as\nthe case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer\nor the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the\ncase of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent.\nIf the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set\nforth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s\nservicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.\n\nSection 6.04       \nLimitation on Liability of the Depositor, the Master Servicer, the\nSpecial Servicer, the Operating Advisor, the Asset Representations Reviewer and Others. (a)  None of the Depositor,\nthe Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor,\nthe Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or agents of\nany of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or\nfor refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,\nthat this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or\nrepresentations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence\nin the performance of such party’s duties or by reason of negligent disregard of such\n\n-353-\n\nparty’s obligations and duties hereunder.\nThe Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the\nDepositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating\nAdvisor or the Asset Representations Reviewer, and any of the partners, directors, officers, shareholders, members, managers, employees\nor agents of any of the foregoing may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person\nrespecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if\napplicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder,\nmember, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims,\nlosses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and\nexpenses (including, without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation,\ncounsel fees, damages, judgments and amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative\naction (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans, the Certificates, other\nthan any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred\nin connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct\nor negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties;\nor (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and\nagents, incurred in connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud\n(as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity\nas Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential\nloss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator\nhas been advised of the likelihood of such loss or damage and regardless of the form of action. The Master Servicer (including in its\ncapacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor\nconclusively may rely on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate,\ncertificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement,\nagreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement\nand reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),\nthe Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by\nthe proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel\nshall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good\nfaith and in accordance with such advice or Opinion of Counsel.\n\n(b)              \nNone of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,\nthe Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal\n\n-354-\n\nor administrative action (whether in equity\nor at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which in its opinion\nmay involve it in any expense or liability not recoverable from the Trust; provided, however, that each of the Depositor,\nthe Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may in its discretion undertake\nany such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights\nand duties of the parties hereto and the interests of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights\nof the Certificateholders and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate or\n*pari passu* nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder\nof any related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable\nServiced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection\nAccount if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities\nrelate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will\nbe used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal\nexpenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and\nliabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),\nthe Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of\namounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication,\nany subaccount thereof), as provided by Section 3.05(a)(xii).\n\n(c)              \nEach of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related\nServiced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer\n(including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer), the Special Servicer (in the\ncase of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,\nand hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related\ncosts, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’\nfees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result\nof any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance\nof its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer,\nas the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by\nthe Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations\nReviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special Servicer, as applicable,\nif a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,\nwhereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably\nsatisfactory to the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor or the Asset Representations Reviewer,\nas applicable) and pay all expenses in connection therewith, including\n\n-355-\n\ncounsel fees, and promptly pay, discharge and\nsatisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer\nor the Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under\nthis Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim\nis materially prejudiced thereby.\n\nEach of the Master Servicer\nand the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines,\nforfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates\nthat arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer or the Special Servicer, as applicable,\nof any obligation it has to deliver information to the 17g-5 Information Provider as set forth in this Agreement, including Section 3.07(a),\nSection 3.08, Section 3.09(e), Section 3.12, Section 3.17(c) and Section 3.18(g)\nor (ii) a breach by the Master Servicer or the Special Servicer, as applicable, of any obligation it has set forth in Section 3.13(d),\nSection 3.13(g) and Section 3.13(i).\n\n(d)              \nEach of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the\nDepositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate\nAdministrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset\nRepresentations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and\nhold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,\njudgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees\nand expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of any\nwillful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations\nand duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of\nits duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such\nindemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations\nReviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively,\nif a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,\nwhereupon the Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to\nthe Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset\nRepresentations Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly\npay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so\nnotify the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification\nunder this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially\nprejudiced thereby.\n\n(e)              \nThe Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the\nSpecial Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the\n\n-356-\n\nTrust and any partner, director, officer, shareholder,\nmember, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,\nreasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including\nreasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain\narising from or as a result of any willful misconduct, bad faith or negligence of the Depositor, in the performance of its obligations\nand duties under this Agreement or by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason\nof breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential\ndamages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or\nthe Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect to\nthis Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer\n(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator,\nthe Operating Advisor or the Asset Representations Reviewer, as the case may be) and pay all expenses in connection therewith, including\ncounsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such\nclaim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under\nthis Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.\n\n(f)               \nThe Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),\nthe Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and\nany partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any\nand all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,\nfees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the enforcement\nof such indemnity) that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the\nOperating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Operating\nAdvisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided\nthat such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate\nAdministrator, the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor\nif a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,\nwhereupon the Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including\nin its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations\nReviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy\nany judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor\nshall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating\nAdvisor’s defense of such claim is materially prejudiced thereby.\n\n-357-\n\n(g)              \nNeither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,\nemployees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining\nfrom the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that\nthis provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct,\nbad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.\n\n(h)              \nThe Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent,\nif applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and\nany partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any\nand all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,\nfees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the enforcement\nof such indemnity) that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the\nAsset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard\nby the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties\nmade herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,\nthe Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset\nRepresentations Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust\nto indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably\nsatisfactory to the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee,\nthe Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel\nfees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.\nAny failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification\nunder this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.\n\n(i)                \nThe applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced\nOperating Advisor (if any), Non-Serviced Depositor, Non-Serviced Trustee, and any of their respective partners, directors, officers,\nshareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall\nbe indemnified by the Trust and held harmless against the Trust’s *pro rata* share (subject to the applicable Non-Serviced\nIntercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any\nother costs, liabilities, fees and expenses (including reasonable attorneys’ fees and expenses and expenses relating to the enforcement\nof such indemnity) incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced\nMortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required\nto indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related\nNon-Serviced PSA).\n\n-358-\n\nThe indemnification provided\nherein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in its capacity\nas Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or\nthe Asset Representations Reviewer.\n\n(j)                \nFor purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case\nmay be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective\nobligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the Special\nServicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer,\nas applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would cause\nan Adverse REMIC Event (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel,\nthe cost of which will be reimbursed as an additional expense of the Trust).\n\nSection 6.05       \nDepositor, Master Servicer and Special Servicer Not to Resign.\nSubject to the provisions of Section 6.03, no Master Servicer or Special Servicer shall resign from its respective obligations\nand duties hereby imposed on it except upon (a) determination that such party’s duties hereunder are no longer permissible\nunder applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance\nof such appointment by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and\nreceipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any\napplicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings\nof any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied\nin the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).\nAny such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above\nshall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior\nto the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires\nthe resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel\ndelivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer under clause (a)\nabove shall become effective until the Trustee or a successor master servicer or special servicer, as applicable, shall have assumed the\nMaster Servicer’s or the Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02\nand no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall\nhave filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed\nwith respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master\nServicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable,\nshall have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05;\nprovided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating\nAdvisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event)\n\n-359-\n\nsuch successor special servicer is approved\nby the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable out-of-pocket\ncosts and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator)\nassociated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c),\nin no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer\nif the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.\n\nSection 6.06       \nRights of the Depositor in Respect of the Master Servicer and the Special\nServicer. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer\nhereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and\nthe Special Servicer hereunder or exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided,\nhowever, that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder\nby virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action\nor failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the\nMaster Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.\n\nSection 6.07       \nThe Master Servicer and the Special Servicer as Certificate Owners.\nThe Master Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate,\nCertificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”)\nthe same rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.\n\nSection 6.08       \nThe Directing Certificateholder and the Risk Retention Consultation\nParty. (a)  Other than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal\nPeriod, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled\nto advise (1) the Special Servicer with respect to all Major Decisions for all Serviced Mortgage Loans (other than with respect to\nany Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), (2) the\nSpecial Servicer, with respect to all Serviced Mortgage Loans, as to the Special Servicer Decisions described in clauses (iv),\n(v), (vi) and (vii) of the definition of “Special Servicer Decision”, and (3) the Master Servicer\nto the extent the Directing Certificateholder’s consent is required by the applicable clauses of the definition of “Master\nServicer Decision”, and shall have certain other rights described below, and (B) the Risk Retention Consultation Party shall (other\nthan with respect to an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the VRR Interest)\nbe entitled to consult on a strictly non-binding basis with the Special Servicer with respect to any Major Decision (provided that\nprior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced\nLoan). For the avoidance of doubt, any consultation with the Risk Retention Consultation Party under this Agreement shall occur only upon\nthe request of the Risk Retention Consultation Party with respect to any individual triggering event, and any such consultation shall\nbe on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures and timing of such consultation\nset forth in this Section 6.08.\n\n-360-\n\nNotwithstanding anything\nherein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this Section 6.08(a)\nand Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing, the Special Servicer\nshall not be permitted to take (or consent to the Master Servicer’s taking) a Major Decision as to which the Directing Certificateholder\nhas objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause (xiv) of the definition\nof “Major Decision”) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation,\nwhich may be in the form of an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder,\nand reasonably available to the Special Servicer in order to grant or withhold such consent (the “Major Decision Reporting Package”)\n(provided that if such written consent has not been received by the Special Servicer within the applicable time period, then the\nDirecting Certificateholder will be deemed to have approved such action); provided, however, that, in the event that the\nSpecial Servicer or the Master Servicer, as the case may be, determines that immediate action, with respect to the foregoing matters,\nany Master Servicer Decision, Special Servicer Decision, or any other matter requiring consent of the Directing Certificateholder prior\nto the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing\nCertificateholder or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or, with respect to any\nServiced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as a collective\nwhole (taking into account the subordinate or *pari passu* nature of any Companion Loans)), the Special Servicer or the Master Servicer,\nas the case may be, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting\nto consult with the Directing Certificateholder or the Operating Advisor, as the case may be); provided that if such matter requires\nconsent of or consultation with the Directing Certificateholder or the Operating Advisor pursuant to this Agreement, the Special Servicer\nor the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable) with prompt\nwritten notice following such action including a reasonably detailed explanation of the basis therefor. No Master Servicer or Special\nServicer is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other matter requiring\nconsent of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination Event; provided,\nhowever, that, after the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult\nwith the Directing Certificateholder (only prior to the occurrence and continuance of a Consultation Termination Event) in connection\nwith any Major Decision not relating to an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority\nof the Controlling Class (and any other actions which otherwise require consultation with the Directing Certificateholder prior to the\noccurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing\nCertificateholder in respect thereof. The foregoing consent rights of the Directing Certificateholder will not apply to any Excluded\nLoan as to the Directing Certificateholder or the holder of the majority of the Controlling Class. In the event the Special Servicer\nreceives no response from the Directing Certificateholder within ten (10) Business Days following its written request for input (which\nrequest is required to include the related Major Decision Reporting Package) on any required consultation, the Special Servicer shall\nnot be obligated to consult with the Directing Certificateholder on the specific matter; provided, that (x) a Major Decision Reporting\nPackage is required to be included in the Special Servicer’s initial request and (y) that the failure of the Directing Certificateholder\nto respond shall not relieve the\n\n-361-\n\nSpecial Servicer from consulting with the Directing\nCertificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an\nExcluded Loan with respect to such party) or Serviced Whole Loan. The Special Servicer shall provide each Major Decision Reporting Package\nto the Operating Advisor (a) prior to the occurrence of an Operating Advisor Consultation Event, promptly after the Special Servicer\nreceives the Directing Certificateholder’s approval or deemed approval with respect to such Major Decision or (b) following\nthe occurrence and during the continuance of an Operating Advisor Consultation Event, simultaneously upon providing such Major Decision\nReporting Package to the Directing Certificateholder; provided, however, that, with respect to any Non-Specially Serviced\nLoan other than an Excluded Loan, no Major Decision Reporting Package shall be required to be delivered prior to the occurrence and continuance\nof an Operating Advisor Consultation Event. With respect to any particular Major Decision and related Major Decision Reporting Package\nand any Asset Status Report, the Special Servicer shall make available to the Operating Advisor a Servicing Officer with relevant knowledge\nregarding the related Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the\nOperating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report. In addition, after an Operating\nAdvisor Consultation Event has occurred and is continuing, the Special Servicer will also be required to deliver a Major Decision Reporting\nPackage to the Operating Advisor and consult with the Operating Advisor in connection with any proposed Major Decision processed by the\nSpecial Servicer and for which it has delivered to the Operating Advisor a Major Decision Reporting Package (and any other actions which\notherwise require consultation with the Operating Advisor after the occurrence and during the continuance of an Operating Advisor Consultation\nEvent hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such\nconsultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor within\nten (10) Business Days following the later of (i) its written request for input on any required consultation and (ii) delivery\nof all such additional information reasonably requested by the Operating Advisor and reasonably available to the Special Servicer related\nto the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the applicable\nspecific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not\nrelieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable\nMortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect\nto the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether an Operating Advisor\nTermination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding\nbasis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by\nthe Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting\nwith the Operating Advisor.\n\nFor the purposes of the foregoing,\n“Major Decision” means, with respect to any Serviced Mortgage Loan or Serviced Whole Loan (and, in the case of clause (xii),\na Non-Serviced Mortgage Loan), each of the following:\n\n(i)                                 any\nproposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties\nsecuring any\n\n-362-\n\nServiced Mortgage Loan or Serviced Companion\nLoan that comes into and continues in default;\n\n(ii)                              any\nmodification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material non-monetary\nterm (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Serviced Mortgage Loan or Serviced\nWhole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan other than in connection with a maturity\ndefault if refinancing or sale is expected within 120 days as provided in clause (viii) of the definition of “Master\nServicer Decision”;\n\n(iii)                           following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including\nthe acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related\nMortgage Loan documents;\n\n(iv)                          any\nsale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination\nof the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with Section 3.16(a)(iii)\nof this Agreement, in each case, for less than the applicable Purchase Price;\n\n(v)                             any\ndetermination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material\nlocated at an REO Property;\n\n(vi)                          any\nrelease of material collateral or any acceptance of substitute or additional collateral for a Serviced Mortgage Loan or Serviced Whole\nLoan or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan documents\nand for which there is no material lender discretion and other than the items listed in clauses (ii), (v) and (xv)\nof the definition of “Master Servicer Decision”;\n\n(vii)                       any\nwaiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage\nLoan or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the\nMortgagor, other than any such transfer as described under clause (xiii) of the definition of “Master Servicer Decision”\nor any encumbrance as described under clause (xiv) of the definition of “Master Servicer Decision”;\n\n(viii)                    any\nproperty management company changes with respect to a Mortgage Loan, including without limitation, approval of the termination of a manager\nand appointment of a new property manager, in each case, if the replacement property manager is a Borrower Party or the Mortgage Loan\nhas an outstanding principal balance equal to or greater than $10,000,000;\n\n-363-\n\n(ix)                            any franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under\nthe related Mortgage Loan documents;\n\n(x)                               other\nthan in the case of any Non-Specially Serviced Loan, releases of any material amounts from escrow accounts, reserve accounts or letters\nof credit, in each case held as performance escrows or reserves, other than those required pursuant to the specific terms of the related\nServiced Mortgage Loan or Serviced Whole Loan and for which there is no material lender discretion, and other than those that are permitted\nto be undertaken by the Master Servicer without the consent of the Special Servicer hereunder;\n\n(xi)                            any\nacceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing\na Mortgagor or guarantor from liability under a Serviced Mortgage Loan or Serviced Whole Loan other than pursuant to the specific terms\nof such Mortgage Loan or Serviced Whole Loan and for which there is no material lender discretion;\n\n(xii)                         subject\nto the proviso at the end of this definition, any modification, amendment, consent to a modification or waiver of any material term of\nany Intercreditor Agreement or any action to enforce rights (or decision not to enforce rights) with respect thereto; provided,\nthat any such modification or amendment that would adversely impact the Master Servicer shall additionally require the consent of the\nMaster Servicer as a condition to its effectiveness;\n\n(xiii)                      agreeing\nto any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance\nif such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral\nrequired under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable\nobligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of\ndefeasance if the applicable loan documents do not otherwise permit such principal prepayment;\n\n(xiv)                     other\nthan with respect to a Non-Specially Serviced Loan, any determination of Acceptable Insurance Default; and\n\n(xv)                        any\nconsent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the extent\nthe mortgagee’s approval is required under the related Mortgage Loan documents;\n\nprovided that with respect to any Non-Specially\nServiced Loan or any Non-Serviced Mortgage Loan, if the Special Servicer determines, with respect to clause (xii) above, that\na modification, amendment or waiver is administrative in nature, including a note splitting amendment, the Special Servicer shall provide\nwritten notice of such determination to the Master Servicer, in which case, the Master Servicer shall process such decision and such decision\nshall be deemed to be a Master Servicer Decision not a Major Decision; provided, further, that the Special Servicer shall\nmake\n\n-364-\n\nany such determination and provide any such\nnotice within two (2) business days of its receipt of a request related to any such decision;\n\nSubject to the terms and\nconditions of this Section 6.08(a), (i) the Special Servicer shall process all requests in respect of Specially Serviced\nLoans and any matter (other than as described in clause (ii)(B) below) that constitutes a Major Decision with respect to Non-Specially\nServiced Loans, and (ii) the Master Servicer shall process all requests in respect of (A) any matter that constitutes a Master\nServicer Decision with respect to Non-Specially Serviced Loans and (B) any matter that constitutes a Major Decision with respect\nto a Non-Specially Serviced Loan that the Master Servicer and the Special Servicer have mutually agreed the Master Servicer shall\nprocess. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer will (subject to the consent (or deemed\nconsent) of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision and the Master Servicer\nis recommending approval of such request, the Master Servicer will prepare and submit its written analysis and recommendation to the Special\nServicer with all information in the possession of the Master Servicer that the Special Servicer may reasonably request in order to withhold\nor grant its consent, and in all cases the Special Servicer will be entitled (subject to any applicable consultation rights of the Operating\nAdvisor or any applicable consent or consultation rights of the Directing Certificateholder or any applicable consultation rights of any\nrelated Companion Holders) to approve or disapprove any action that constitutes a Major Decision or Special Servicer Decision.\n\nUpon receiving a request\nfor any matter that constitutes a Special Servicer Decision or a Major Decision with respect to a Serviced Mortgage Loan and any Serviced\nCompanion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer\nand unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special\nServicer shall process such request (including, without limitation, interfacing with the Mortgagor) and the Master Servicer will have\nno further obligation with respect to such request or the Special Servicer Decision or Major Decision except as provided in the next sentence.\nWith respect to such request, the Master Servicer shall continue to cooperate with reasonable requests of the Special Servicer by delivering\nany additional information in the Master Servicer’s possession to the Special Servicer that is reasonably requested by the Special\nServicer relating to the Special Servicer Decision or Major Decision. Prior to the occurrence of a Consultation Termination Event, the\nSpecial Servicer shall promptly forward such request to the Directing Certificateholder together with the Special Servicer’s written\nrecommendation and analysis. The Directing Certificateholder shall promptly provide notice to the Special Servicer of any objection the\nDirecting Certificateholder has to the Special Servicer’s written recommendation and analysis (provided that if such written\nconsent has not been received by the Special Servicer within the applicable time period, then the Directing Certificateholder will be\ndeemed to have approved such action).\n\nWith respect to (i) prior\nto the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially Serviced Loan, and (ii)\nafter the occurrence and during the continuance of a Consultation Termination Event, any Major Decision relating to a Mortgage Loan (in\neach case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority\nof the VRR Interest), the Special Servicer shall provide copies of any notice, information and report that it is required to provide to\nthe Directing Certificateholder pursuant to this Agreement with respect to such Major\n\n-365-\n\nDecision to the Risk Retention Consultation\nParty, within the same time frame it is required to provide such notice, information or report to the Directing Certificateholder (for\nthis purpose, without regard to whether such items are actually required to be provided to the Directing Certificateholder under this\nAgreement due to the occurrence of a Control Termination Event or a Consultation Termination Event). In addition, during a Control Termination\nEvent, the Risk Retention Consultation Party shall be entitled to all information delivered or made available to the Operating Advisor\n(except with respect to information relating to an Excluded Loan as to the Risk Retention Consultation Party or the Holder of the majority\nof the VRR Interest).\n\nIn addition, with respect\nto any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the\nControlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder, subject\nto any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related Serviced Whole Loan,\npursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain from taking, such\nother actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to which provision is otherwise\nmade herein; provided that notwithstanding anything herein to the contrary, no such direction or objection contemplated by the\npreceding paragraphs of this Section 6.08(a) or this paragraph may require or cause the Master Servicer or Special Servicer\nto violate any provision of any Mortgage Loan or related Intercreditor Agreement, applicable law, this Agreement, or the REMIC Provisions\n(and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation\nthe obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master\nServicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or\nthe Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable,\nhereunder (or materially reduce any such party’s rights hereunder) or cause the Master Servicer or the Special Servicer, as applicable,\nto act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be,\nis not in the best interests of the Certificateholders.\n\nIn the event the Special\nServicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice\nfrom the Directing Certificateholder, the Operating Advisor or the Risk Retention Consultation Party, would cause the Special Servicer\nor the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without\nlimitation, the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal to consent\nor advice and notify the Directing Certificateholder, the Operating Advisor or the Risk Retention Consultation Party, respectively, and\nthe Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking\nof, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval\nof the Directing Certificateholder, the Operating Advisor or the Risk Retention Consultation Party that does not violate the terms of\nany Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability\non the part of the Master Servicer or the Special Servicer.\n\n-366-\n\nWith respect to any matter\nfor which the consent or consultation of the Directing Certificateholder or Risk Retention Consultation Party is required, to the extent\nno specific time period for deemed consent or deemed waiver of consultation rights is expressly stated, in the event no response from\nthe Directing Certificateholder or Risk Retention Consultation Party, as applicable, is received within ten (10) Business Days following\nthe receipt by the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, of written request for consent\nor consultation and its receipt of all reasonably requested information on any required consent or consultation, the Directing Certificateholder\nor Risk Retention Consultation Party, as applicable, shall be deemed to have consented to or approved or consulted on the specific matter;\nprovided that the failure of the Directing Certificateholder or Risk Retention Consultation Party, as applicable, to respond will\nnot affect any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan.\n\nThe Directing Certificateholder\nshall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,\nor for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against any liability\nto a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the\nperformance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations or duties owed\nto the Controlling Class Certificateholders. Each Certificateholder shall be deemed to acknowledge and agree, by its acceptance of its\nCertificates that the Directing Certificateholder may take actions that favor the interests of one or more Classes of the Certificates\nincluding the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder (i) may\nhave special relationships and interests that conflict with those of Holders of some Classes of the Certificates; (ii) may act solely\nin the interests of the Holders of the Controlling Class; (iii) does not have any liability or duties to the Holders of any Class\nof Certificates (other than the Controlling Class) (or in the case of the Loan-Specific Directing Certificateholder has no liabilities\nor duties to the Controlling Class or the Holders of any Class of Certificates); (iv) may take actions that favor interests of the\nHolders of one or more Classes including the Controlling Class over the interests of the Holders of one or more other Classes of Certificates;\nand (v) shall have no liability whatsoever (other than to a Controlling Class Certificateholder; provided that the Loan-Specific\nDirecting Certificateholder shall have no such liability) for having so acted as set forth in clauses (i) through (iv)\nabove, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee,\nagent or principal of the Directing Certificateholder for having so acted.\n\nThe Risk Retention Consultation\nParty shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,\nor for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be protected against\nany liability to a Holder of the VRR Interest that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence\nin the performance of duties owed to the Holders of the VRR Interest or by reason of reckless disregard of obligations or duties owed\nto the Holders of the VRR Interest. By its acceptance of a Certificate, each Certificateholder shall be deemed to acknowledge and agree\nthat the Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates including\nthe Holders of the VRR Interest over other Classes of the Certificates, and that the Risk Retention Consultation Party may have special\nrelationships and interests that conflict with those of Holders of some Classes of the\n\n-367-\n\nCertificates, that the Risk Retention Consultation\nParty may act solely in the interests of the Holders of the VRR Interest, that the Risk Retention Consultation Party does not have any\nduties or liability to the Holders of any Class of Certificates other than the VRR Interest, that the Risk Retention Consultation Party\nshall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holder of the VRR Interest,\nand that the Risk Retention Consultation Party shall have no liability whatsoever for having so acted, and no Certificateholder may take\nany action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal thereof for\nhaving so acted.\n\nAny Non-Serviced Whole\nLoan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders\nfor any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,\neach Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related\nNon-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related\nNon-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of the certificates\nissued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan Controlling Holder,\nwith respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of\nsome Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole\nLoan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced\nWhole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of\nthe Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder,\nwith respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may\ntake any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,\nor any director, officer, employee, agent or principal thereof for having so acted.\n\n(b)              \nNotwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control\nTermination Event (and at any time with respect to any Excluded Loan with respect to a Directing Certificateholder), the Directing Certificateholder\nshall have no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence\nand during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event,\nthe Directing Certificateholder and the Risk Retention Consultation Party (other than a Loan-Specific Directing Certificateholder)\nshall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special\nServicer and any other applicable party shall consult (on a non-binding basis) with the Directing Certificateholder and, with respect\nto any Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to\nsuch party) to the extent set forth herein in connection with any Major Decision to be taken or refrained from being taken to the extent\nset forth herein; and (iii) after the occurrence and during the continuance of a Consultation Termination Event (and at any time\nwith respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class),\nthe Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) shall have no direction,\n\n-368-\n\nconsultation or consent rights hereunder and\nno right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)\nor any other rights as Directing Certificateholder and, other than with respect to any Excluded Loan with respect to the Risk Retention\nConsultation Party or the holder of a majority of the VRR Interest, the Risk Retention Consultation Party shall remain entitled to receive\nany notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any other applicable\nparty shall consult with the Risk Retention Consultation Party (on a non binding basis) to the extent set forth herein in connection with\nany Major Decision to be taken or refrained from being taken to the extent set forth herein.\n\n(c)              \nNotwithstanding anything herein to the contrary, at any time that RREF V – D AIV RR L, LLC or an affiliate thereof is appointed\nas the Risk Retention Consultation Party and Rialto Capital Advisors, LLC, as special servicer, is processing any action that requires\nconsultation with the Risk Retention Consultation party, Rialto Capital Advisors, LLC, as special servicer, shall not be required to consult\nwith the Risk Retention Consultation Party.\n\nSection 6.09       \n[Reserved].\n\nSection 6.10       \nKnowledge of Computershare Trust Company, National Association.\nExcept as otherwise expressly set forth in this Agreement, knowledge or information acquired by Computershare Trust Company, National\nAssociation, in any particular capacity hereunder, shall not be imputed to Computershare Trust Company, National Association in any of\nits other capacities hereunder or to Computershare Trust Company, National Association, acting in a capacity that is unrelated to the\ntransactions contemplated by this Agreement.\n\n[End of Article VI]\n\nARTICLE\nVII\n\nSERVICER TERMINATION EVENTS\n\nSection 7.01       \nServicer Termination Events; Master Servicer and Special Servicer Termination.\n(a)  “Servicer Termination Event”, wherever used herein, means, with respect to the Master Servicer or the\nSpecial Servicer, as the case may be, any one of the following events:\n\n(i)                                 (A) any\nfailure by the Master Servicer to make any deposit required to be made by the Master Servicer to its Collection Account, or remit to\nthe Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit or remittance\nis first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day or (B) any\nfailure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account\nany amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on the relevant\nDistribution Date; or\n\n(ii)                              any\nfailure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to be made\nor to remit to the Master\n\n-369-\n\nServicer for deposit into the Collection\nAccount or any other required account hereunder, any amount required to be so deposited or remitted by the Special Servicer pursuant to,\nand at the time specified by, the terms of this Agreement; or\n\n(iii)                           any\nfailure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect\nany of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period of thirty (30)\ndays (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in\nthe case of the Master Servicer’s or the Special Servicer’s obligations, as the case may be, contemplated by Article XI,\n(B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15)\ndays in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on which\nwritten notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Special\nServicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may\nbe, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than 25% of all Voting Rights\nor, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by the related Serviced Companion\nNoteholder; provided, however, if such failure is capable of being cured and the Master Servicer or the Special Servicer,\nas applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further,\nhowever, that such extended period will not apply to the obligations regarding Exchange Act reporting; or\n\n(iv)                          any\nbreach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained in\nSection 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of\nany Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues\nunremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have\nbeen given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the\nTrustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders\nof Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced Pari Passu Whole Loan\naffected by such breach, by the related Serviced Companion Noteholder; provided, however, that if such breach is capable\nof being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing such cure, such 30-day\nperiod will be extended an additional thirty (30) days; or\n\n(v)                             a\ndecree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present\nor future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee\nor similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings,\nor for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special Servicer,\nas the case may be, and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty\n(60) days; or\n\n-370-\n\n(vi)                          the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or\nsimilar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of\nor relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all of its\nproperty; or\n\n(vii)                       the\nMaster Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition\nto take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors,\nvoluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or\n\n(viii)                    either\nMoody’s or KBRA’s (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has\n(A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion\nLoan Securities, as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities,\nas applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade,\nwithdrawal or “watch status” placement shall not have been withdrawn by Moody’s or KBRA’s (or, in the case of\nServiced Pari Passu Companion Loan Securities, such Companion Loan Rating Agency), within sixty (60) days of such rating action) and,\nin the case of either of clauses (A) or (B), publicly citing servicing concerns with such Master Servicer or such\nSpecial Servicer, as the case may be, as the sole or a material factor in such rating action; or\n\n(ix)                            the\nMaster Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”, respectively,\nby Fitch and the Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting.\n\n(b)              \nIf any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of\nthis Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every\nsuch case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of ((i) prior\nto the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect\nto the Directing Certificateholder or the Holder of the majority of the Controlling Class) the Directing Certificateholder (solely with\nrespect to the Special Servicer) or the Holders of Certificates entitled to 25% or more of the Voting Rights, the Trustee shall, terminate\n(and the Depositor may direct the Trustee to terminate each of the Master Servicer or the Special Servicer, as the case may be, upon five\n(5) Business Days’ written notice if there is a Servicer Termination Event under clause (A) in the parenthetical in\nSection 7.01(a)(iii) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor and the\nOperating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected\nParty under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder,\nif applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation\nand reimbursement through the date of such termination as provided for under this Agreement for services rendered and expenses incurred.\nFrom and after the receipt by the Affected Party of such\n\n-371-\n\nwritten notice except as otherwise provided\nin this Article VII, all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates\n(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect\nto a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without limitation,\nthe Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact\nor otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to\neffect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans\nand related documents, or otherwise. Such Master Servicer and the Special Servicer each agree that if it is terminated pursuant to this\nSection 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of\nthe notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s\nor the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination\nof the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11\nand Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for\nadministration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to its Collection\nAccount or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party)\nor thereafter be received with respect to the applicable Mortgage Loans or any REO Property (provided, however, that the\nMaster Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d)\n(with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on\nor prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer)\nor otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates\nshall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).\n\n(c)              \nIf the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event\nunder Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after such notice\nin which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03\nand Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.\nDuring such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In the event that\nthe Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the\nduties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.\n\nNotwithstanding Section 7.01(b),\nif any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of a Serviced\nPari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced Pari Passu Companion\nLoan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable, shall be entitled to direct\nthe Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole Loan. The Special Servicer appointed\nto replace the Special Servicer with respect to a Serviced Pari Passu Mortgage\n\n-372-\n\nLoan cannot at any time be (without the prior\nwritten consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the\ndirection of the holder of the related Serviced Pari Passu Companion Loan. The Special Servicer under this paragraph shall meet the eligibility\nrequirements of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the\nappointment thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement Special Servicer in\naccordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating\nagencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of then-current ratings\nof any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered\nsatisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to\nSection 3.25).\n\n(d)              \nSubject to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any\ntime prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect\nto the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder shall be entitled\nto terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special Servicer under\nthis Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate\nAdministrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer\nmeeting the requirements of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan, the\nten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply to the related Loan-Specific Directing\nCertificateholder’s right to terminate Special Servicer’s rights and obligations under this Agreement without cause with respect\nto such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination of the Special Servicer,\nthe Directing Certificateholder (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder\nof the majority of the Controlling Class) shall appoint a successor special servicer to assume the duties of the Special Servicer hereunder;\nprovided, however, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each\nRating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the applicable\nrating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current\nratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the\nSpecial Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07\nand any other Form 8-K filings have been completed with respect to any related Companion Loan. For the sake of clarity, the recommendation\nof replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement\nSpecial Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided that\nsuch replacement may not be the removed Special Servicer or its Affiliate.\n\nAfter the occurrence and\nduring the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates\nevidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal\n\n-373-\n\nReduction Amounts to notionally reduce the\nCertificate Balances pursuant to Section 4.05) of the Principal Balance Certificates requesting a vote to replace the Special\nServicer with a new special servicer designated in such written direction to assume the duties of the Special Servicer hereunder, (b) payment\nby such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees\nand expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional\nexpenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation\nfrom each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders) and confirmation from the\napplicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of then-current\nratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall notify the Special\nServicer by e-mail and promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website\nin accordance with Section 3.13(b) and concurrently by mail, conduct the solicitation of votes of all Certificates in such\nregard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice, and\nif not so received, such votes shall be null and void *ab initio*. Upon the written direction of Holders of Certificates evidencing\nat least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the\nSpecial Servicer under this Agreement and appoint the successor special servicer to assume the duties of the Special Servicer (which must\nbe a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each\nDistribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s\nWebsite and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing,\nthe Certificateholder’s direction to remove a Special Servicer shall not apply to any Serviced AB Whole Loan that is not subject\nto an AB Control Appraisal Period or to any Servicing Shift Whole Loan.\n\nA Serviced AB Whole Loan\nControlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special\nServicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;\n(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes the Special\nServicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and after the date it\nbecomes a Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement reasonably satisfactory to\nthe Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory\nto the Certificate Administrator to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance\nwith this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan\nand (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance\nwith the terms hereof.\n\nThe parties hereto acknowledge\nthat, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement, if a\nservicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and affects\nthe holder of the related Non-Serviced Mortgage Loan, and the\n\n-374-\n\nrelated Non-Serviced Special Servicer has\nnot otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the\nDirecting Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced\nSpecial Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced\nSpecial Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating\nAgency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the occurrence and continuance\nof a consultation termination event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder;\nprovided, however, that any successor special servicer appointed to replace the Special Servicer with respect to such Non-Serviced\nWhole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced\nMortgage Loan, without the prior written consent of the Directing Certificateholder.\n\nIf at any time the Operating\nAdvisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties as\nrequired hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special\nServicer would be in the best interest of the Certificateholders as a collective whole, the Operating Advisor shall deliver to the Trustee\nand the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W attached\nhereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor considered relevant\nto its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented from time to time to\ncure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions\nof this Agreement; provided, further, that in no event shall the information or any other content included in such written\nrecommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant information\njustifying its recommendation) and recommending a suggested replacement special servicer to assume the duties of the Special Servicer,\nwhich shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all\nCertificateholders of such recommendation and the related report on the Certificate Administrator’s Website in accordance with Section 3.13(b),\nand concurrently by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders\nof Principal Balance Certificates evidencing at least a majority of a quorum of Certificateholders (which quorum, for this purpose, is\nthe Holders of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application of any Cumulative\nAppraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal Balance Certificates\non an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s\nWebsite, and if not so received, such votes shall be null and void *ab initio*, and (B) consist of at least three Certificateholders\nor Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt by the Certificate Administrator following\nsatisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation from the applicable\nrating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then current\nratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee shall (i) terminate all of the rights\nand obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved by the holders of Certificates\nevidencing at least a majority of a quorum\n\n-375-\n\nof Certificateholders (as set forth above)\nand (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket\ncosts and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations\nand administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional\nexpense of the Trust. In the event that the Trustee does not receive at least a majority of the requested votes, then the Trustee shall\nhave no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special\nservicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s\nsuccessor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of a Special\nServicer with respect to a Serviced AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control\nAppraisal Period under the related Intercreditor Agreement or with respect to any Servicing Shift Whole Loan. For the sake of clarity,\nthe recommendation of replacement of a Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified\nReplacement Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided\nthat such replacement may not be the removed Special Servicer or its Affiliate.\n\nNo penalty or fee shall be\npayable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs of\nany such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.\n\nFor the avoidance of doubt,\nthe indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in Section 6.04,\nany action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d) (regarding\nremoval of a Special Servicer), or the result of the vote of the Certificateholders (regarding removal of a Special Servicer).\n\n(e)              \nEach of the Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions\nas are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”\nstatus or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to the Master Servicer\nor Special Servicer, as applicable. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant\nto Section 7.01(a)(viii) or (ix) and the resulting operation of Section 7.01(b) and (c). The operation\nof this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii) or (ix).\n\n(f)               \nNotwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced\nCompanion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if the Master\nServicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced\nCompanion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then the Master\nServicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any Serviced\nCompanion Loan Securities, but upon the written\n\n-376-\n\ndirection of the related holder of such Serviced\nCompanion Loan, the Master Servicer shall appoint a sub-servicer that will be responsible for servicing the related Serviced Whole\nLoan.\n\n(g)              \nNotwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer\nLoan, if any, the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence\nand continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan with respect\nto the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder shall use reasonable\nefforts to select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer\nLoan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event, if at any time\nthe applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder or the Holder of\nthe majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does\nnot so appoint within 30 days of resignation, the resigning Special Servicer shall use reasonable efforts to select the related Excluded\nSpecial Servicer. The resigning Special Servicer shall not have any liability with respect to the actions or inactions of the applicable\nExcluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition to any\nsuch appointment that: (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal\nof any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion\nLoan Securities makes the equivalent confirmation; (ii) the related Excluded Special Servicer is a Qualified Replacement Special\nServicer; and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable\nOther Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant\nto the Exchange Act regarding itself in its role as Excluded Special Servicer.\n\nIf at any time a Special\nServicer that had previously acted as a Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan\n(including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related Excluded Special\nServicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan,\n(3) such original Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan\nand (4) such original Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan\nor Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special\nServicer Loan.\n\nThe applicable Excluded Special\nServicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and shall be entitled\nto all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage\nLoan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all\nother special servicing compensation with respect to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer\nLoans during such time).\n\n-377-\n\nIf a Servicing Officer of\nthe Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge that a Mortgage\nLoan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable, the Master\nServicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall provide prompt written notice thereof\nto each of the other parties to this Agreement.\n\nSection 7.02       \nTrustee to Act; Appointment of Successor. On and after the\ntime the Master Servicer or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first\nsentence of Section 6.05 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided\nthat no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be\nthe successor to such party, until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided\nin this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all\nrespects in its capacity as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions set\nforth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11\nand Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise\nthereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof;\nprovided, however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure\nunder Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor\nhereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may\nhave arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability\nof the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as\nsuccessor to the Master Servicer or the Special Servicer, as such case may be, shall not be liable for any of the representations and\nwarranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts\nor omissions of the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master Servicer pursuant\nto Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of\nits obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation\ntherefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans\nor the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, including\nbut not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,\nand the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would\nhave been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer\nor the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer\nor the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with\nrespect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with\nrespect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to\nthe Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if neither the Trustee nor (if appointed\npursuant to Section 8.12) the Advancing Agent has\n\n-378-\n\nthe Applicable Advancing Agent Ratings, or\nif the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, or if the Directing Certificateholder\n(solely with respect to the Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other\nthan with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling\nClass) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint,\nor petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria\nset forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable,\nhereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer\nhereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until: (i) the\nassumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities\nhereunder that arise thereafter; (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable\nrating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any\nServiced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same\nmanner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);\n(iii) such appointment (solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance of\na Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld; and (iv) the Certificate\nAdministrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K\nfilings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the\nSpecial Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein\nabove provided. In connection with such appointment and assumption of a successor to the Master Servicer or the Special Servicer as described\nherein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and\nsuch successor shall agree; provided, however, that no such compensation with respect to a successor master servicer or\nsuccessor special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,\nas the case may be, hereunder. The Trustee, the non-terminated Master Servicer or the non-terminated Special Servicer and such\nsuccessor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any reasonable\nout-of-pocket costs and expenses associated with the transfer of the servicing function (other than with respect to a termination\nwithout cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor\nMaster Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor master\nservicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be\nreimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its\nliability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs\nand expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect such\nexpenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting\nsuch termination, or as otherwise set forth herein; provided that the Certificate\n\n-379-\n\nAdministrator and the Trustee shall not bear\nany such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or the Special Servicer in\naccordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer\nor the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.\n\nSection 7.03       \nNotification to Certificateholders. (a)  Upon\nany resignation of the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer\nor the Special Servicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer\npursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at\ntheir respective addresses appearing in the Certificate Register.\n\n(b)              \nNot later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse\nof time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be\ndeemed to have notice of the occurrence of such an event in accordance with Section 8.02(ix), the Certificate Administrator\nshall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion\nNoteholder) notice of such occurrence, unless such default shall have been cured.\n\nSection 7.04       \nWaiver of Servicer Termination Events. The Holders of Certificates\nrepresenting at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event\nhereunder may waive such Servicer Termination Event; provided, however, that a Servicer Termination Event under clause (i),\n(ii), (viii) or (ix) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders\nof the affected Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect\nto obligations under Article XI) may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer\nTermination Event, subject to the rights of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f),\nsuch Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such\nwaiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover\nall costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior\nto such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent\nthereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any\nServicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate\nof the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person\nheld such Certificates.\n\nSection 7.05       \nTrustee as Maker of Advances. In the event that the Master\nServicer fails to fulfill its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such\nobligations (x) within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting\nin a Servicer Termination Event under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge\nof such failure with respect to such Servicing Advances and (y) by noon, New York\n\n-380-\n\nCity time, on the related Distribution Date\nwith respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)\nunless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master\nServicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights of reimbursement\nand interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance\nor Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s\ndefault in its obligations hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer shall\nat any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and\nthe interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have been\nrepaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee\nshall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.\n\n[End of Article VII]\n\nARTICLE\nVIII\n\nCONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR\n\nSection 8.01       \nDuties of the Trustee and the Certificate Administrator.\n(a)  The Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing\nor waiving of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically\nset forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and\npowers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise\nor use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator\ncontained in this Agreement shall not be construed as a duty.\n\n(b)              \nThe Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,\norders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished\npursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms\nof Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate\nAdministrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine whether they conform\nto the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material\nmanner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting the correction thereof.\nThe Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement,\nopinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another\nPerson, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.\n\n-381-\n\n(c)              \nNo provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its\nown negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:\n\n(i)                                 Prior to\nthe occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred,\nthe duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this\nAgreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations\nas are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee\nand the Certificate Administrator and, in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the\nTrustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions\nexpressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming to the\nrequirements of this Agreement;\n\n(ii)                              Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith\nby a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved\nthat the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and\n\n(iii)                           Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered\nor omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of\nthe Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the\nCertificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate\nAdministrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless\na higher percentage of Voting Rights is required for such action).\n\n(d)              \nThe Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced\nCompanion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to\nthe extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant to\nthis Agreement.\n\nSection 8.02       \nCertain Matters Affecting the Trustee and the Certificate Administrator.\nExcept as otherwise provided in Section 8.01:\n\n(i)                                 The\nTrustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,\ndirection of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,\nreport, notice, request, consent, order, Appraisal, bond or other paper\n\n-382-\n\nor document reasonably believed by it\nto be genuine and to have been signed or presented by the proper party or parties;\n\n(ii)                              The\nTrustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be\nfull and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and\nin accordance therewith;\n\n(iii)                           Neither\nthe Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this\nAgreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation\nhereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this\nAgreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security\nor indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred therein or thereby; neither\nthe Trustee nor the Certificate Administrator shall expend or risk its own funds or otherwise incur any financial liability in the performance\nof any of its duties hereunder, or in the exercise of any of its rights or powers, unless repayment of such funds or indemnity reasonably\nsatisfactory to it against such risk or liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee\nof the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers\nvested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use\nunder the circumstances in the conduct of his own affairs;\n\n(iv)                          Neither\nthe Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good faith\nand believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;\n\n(v)                             Prior\nto the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have occurred,\nneither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any\nresolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document,\nunless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting Rights; provided, however,\nthat if the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely\nto be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, respectively,\nnot reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement,\nthe Trustee or the Certificate Administrator, respectively, may require indemnity reasonably satisfactory to it from such requesting\nHolders against such expense or liability as a condition to taking any such action. The reasonable expense of every such reasonable examination\nshall be paid by the requesting Holders;\n\n-383-\n\n(vi)                          The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder\neither directly or by or through agents (including, without limitation, affiliates) or attorneys; provided, however, that\nthe appointment of such agents, affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties\nor obligations hereunder; provided, further, that the Trustee or the Certificate Administrator, as the case may be, may\nnot perform any duties hereunder through any Person that is a Prohibited Party;\n\n(vii)                       Computershare\nTrust Company, National Association shall perform its duties as Custodian hereunder through its Document Custody division (including,\nas applicable, any agents or affiliates utilized thereby);\n\n(viii)                    Computershare\nTrust Company, National Association shall perform its duties as Certificate Administrator role through its Corporate Trust Services division\n(including, as applicable, any agents or affiliates utilized thereby);\n\n(ix)                            For\nall purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have actual\nknowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach\nof any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a Responsible Officer\nof the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act,\nfailure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate Administrator at the\nrespective Corporate Trust Office, and such notice references the Certificates or this Agreement;\n\n(x)                               Neither\nthe Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special Servicer\n(unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case the Trustee shall only\nbe responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating Advisor or the\nAsset Representations Reviewer;\n\n(xi)                            Neither\nthe Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is\ndetermined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable, negligence\nor willful misconduct was the primary cause of such insufficiency;\n\n(xii)                         In\nno event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations\nhereunder due to *force majeure* or acts of God; provided that such failure or delay is not also a result of its own negligence,\nbad faith or willful misconduct;\n\n(xiii)                      Nothing\nherein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and\n\n-384-\n\n(xiv)                     Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect\nto its rights and protections relative to the Trust.\n\nEach of the Trustee and the\nCertificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee\nand Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian,\nCertificate Registrar, 17g-5 Information Provider and Authenticating Agent).\n\nSection 8.03       \nTrustee and Certificate Administrator Not Liable for Validity or Sufficiency\nof Certificates or Mortgage Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of\nthe Trustee or the Certificate Administrator in Section 2.01(h) and Section 2.04 and the signature, if any, of\nthe Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate, shall not be taken as the statements of the\nTrustee or the Certificate Administrator, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.\nNeither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement or\nof any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any\nMortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application\nby the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any\nfunds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from\nthe Collection Accounts or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case\nof the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may rely\nupon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished\nby the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith,\npursuant to this Agreement.\n\nSection 8.04       \nTrustee or Certificate Administrator May Own Certificates.\nThe Trustee or the Certificate Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become\nthe owner or pledgee of Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in\nbanking transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.\n\nSection 8.05       \nFees and Expenses of Trustee and Certificate Administrator; Indemnification\nof Trustee and Certificate Administrator. (a)  As compensation for the performance of their respective duties hereunder,\nthe Trustee will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and\nthe Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of\none month’s interest at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated\nexpenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage\nLoan basis. As to each Mortgage Loan and REO Loan (other than\n\n-385-\n\nthe portion of an REO Loan related to any Companion\nLoan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate\nAdministrator Fee shall accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall\nbe computed in the same manner as interest is calculated thereon and for the same period respecting which any related interest payment\ndue or deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of\na trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution\nof the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except for\nthe reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s\nsole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of expenses\nspecifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any Companion Loan.\n\n(b)              \nThe Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)\nand any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be\nentitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier\nREMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including, without limitation, costs\nand expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred\nin becoming the successor to the Master Servicer or the Special Servicer, to the extent not otherwise paid hereunder, and including reasonable\nattorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) arising out of, or incurred in connection\nwith, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any\nof the powers, rights and duties of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they\nserve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider)\nhereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified\nPersons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses\nor disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course\nof the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof,\nwhich are not “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),\n(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability\nor expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate\nAdministrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties,\nor as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.13 or the Certificate\nAdministrator specified in Section 8.15, respectively, made herein. The provisions of this Section 8.05(b) shall\nsurvive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively,\nand appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities\nhereunder, including Custodian, Certificate Registrar and Authenticating Agent.\n\n-386-\n\n(c)              \nThe Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,\nlosses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (for\nthe avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity)\nincurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate\nAdministrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required\nto make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,\nbad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in\nany other capacity in which the Certificate Administrator is required to make available information to a Privileged Person that is an\nNRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.\n\nSection 8.06       \nEligibility Requirements for Trustee and Certificate Administrator.\nEach of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be,\n(i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of\nany state or the United States of America, authorized under such laws to exercise corporate trust powers and, in the case of the Trustee,\nto accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision\nor examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special\nServicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer,\nas the case may be, pursuant to Section 7.02), (ii)(a) in the case of the Trustee, an institution (A) whose long-term\nsenior unsecured debt or issuer rating is rated at least “A2” by Moody’s or that has a long-term counterparty risk\nassessment of at least “A2(cr)” by Moody’s, provided, however, that the Trustee may maintain a long-term\nsenior unsecured debt rating or an issuer rating of at least “Baa3” by Moody’s as long as the Master Servicer or, if\nappointed pursuant to Section 8.12, the Advancing Agent, maintains a long-term senior unsecured debt rating of at least\n“A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s, (B)\nwhose long-term senior unsecured debt rating or issuer default rating is at least “A” by Fitch (or short-term rating of\n“F1” by Fitch) (provided, however, that the Trustee may maintain a long term senior unsecured debt or issuer\ndefault rating of at least “BBB-” by Fitch as long as the Master Servicer or, if appointed pursuant to Section 8.12,\nthe Advancing Agent, has a long-term unsecured debt or issuer default rating of “A” by Fitch or a short-term rating\nof “F1” by Fitch and (C) if rated by KBRA, whose long-term senior unsecured debt rating or issuer rating is at least “BBB-”\nby KBRA (or if not rated by KBRA, then at least an equivalent rating by two other NRSROs, which may include Moody’s and Fitch) or,\nin the case of any Rating Agency’s rating requirement set forth in clauses  (A), (B) or (C) above, such\nother rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation), (b) in the case of the Certificate\nAdministrator, an institution whose long-term senior unsecured debt rating or issuer rating is rated at least “Baa3” by\nMoody’s, or (c) in the case of each of clause (ii)(a) and (ii)(b), such other rating with respect to which the Rating Agencies have\nprovided a Rating Agency Confirmation, and (iii) an entity that is not a Prohibited Party.\n\nIf such corporation, national\nbank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid\nsupervising\n\n-387-\n\nor examining authority, then for the purposes\nof this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall\nbe deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place\nof business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is\nin a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax\nimposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign\nimmediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust\nor (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.\n\nSection 8.07       \nResignation and Removal of the Trustee and Certificate Administrator.\n(a)  The Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by\ngiving written notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator,\nas applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider, all Certificateholders. The\nCertificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)\nand provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which\nshall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).\nUpon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee\nor successor certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination\nEvent, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee\nor Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered to\nthe Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable, by the\nDepositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within ninety\n(90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any court of\ncompetent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, and such petition will\nbe an expense of the Trust.\n\n(b)              \nIf at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06\n(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by\nthe Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting, or\nshall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall be appointed,\nor any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose\nof rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different than the Trustee) shall fail\nto timely publish any report to be delivered, published or otherwise made available by the Certificate Administrator pursuant to Section 4.02\nand such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions\nrequired pursuant to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator,\nas applicable, and appoint a successor trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument,\nin\n\n-388-\n\nduplicate, which instrument shall be delivered\nto the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal\nof the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer\nand the Certificateholders by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have\naccepted appointment within ninety (90) days after the giving of such notice of removal, the removed Trustee or Certificate Administrator\nmay petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,\nat the expense of the Trust.\n\n(c)              \nThe Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,\nwith or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by\nwritten instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete\nset of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator so removed\nand one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer\nand the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause pursuant to this Section 8.07(c),\nthe successor trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect\nthe transfer of responsibilities from its predecessor.\n\n(d)              \nAny resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator\npursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment\nby the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator\nshall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been\ncompleted with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be,\nshall pay all costs and expenses associated with the transfer of its duties.\n\nIf the same party is acting\nas Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or Certificate\nAdministrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate Administrator,\nas applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in each instance meeting\nthe eligibility requirements set forth hereunder. In the event of a resignation of the Trustee or the Certificate Administrator, in any\nof their respective capacities (other than a resignation of the Trustee that is required solely due to a change in law or a conflict of\ninterest arising after the Closing Date that is not waived by all of the parties in conflict or is unwaivable), such resignation will\nbe effective only as to such capacity as designated on the notice of resignation.\n\nUpon any succession of the\nTrustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the\npayment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses incurred\n(including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally liable for any action\nor omission of any successor trustee or certificate administrator.\n\n-389-\n\n(e)              \nUpon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the\ntermination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage\nLoan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,\nrepresentation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial\nMortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9 or in blank, and (ii) in the case of\nthe other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee),\nassign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian\nwith respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement\nand assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee,\nthe Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee,\nas requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is\nendorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered\nHolders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, or in blank;\nprovided, however, that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage\nNote requires the signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall\nuse reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage\nLoan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage\nLoan document to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with\nany successor trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such\nsuccessor trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing\nthat, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such\nendorsement or assignment cannot be made for any reason, to note the same in such certification.\n\n(f)               \nNeither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.\n\nSection 8.08       \nSuccessor Trustee or Certificate Administrator. (a)  Any\nsuccessor trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver\nto the Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument\naccepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator\nshall become effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become\nfully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named\nas Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and\nrelated documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian,\nwhich Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,\nthe\n\n-390-\n\nSpecial Servicer and the predecessor Trustee\nshall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and\nconfirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations\nhereunder.\n\n(b)              \nNo successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08\nunless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible\nunder the provisions of Section 8.06.\n\n(c)              \nUpon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,\nthe Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor,\nthe Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment by the\nsuccessor trustee or successor certificate administrator, as applicable, such successor trustee or successor certificate administrator\nshall cause such notice to be delivered at the expense of the Master Servicer.\n\nSection 8.09       \nMerger or Consolidation of Trustee or Certificate Administrator.\nAny Person into which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or\nany Person resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party,\nor any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall\nbe the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee,\nsuch successor person shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper\nor any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator\nshall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide\nnotice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post\nsuch notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).\n\nSection 8.10       \nAppointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding\nany other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the\nTrust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the\npower and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or\nco-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest\nin such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this\nSection 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary\nor desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request\nto do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make\nsuch appointment. No co-trustee or separate trustee hereunder shall meet the terms of eligibility as a successor trustee under Section 8.06\nhereunder and no notice to Holders of Certificates of the\n\n-391-\n\nappointment of co-trustee(s) or separate\ntrustee(s) shall be required under Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.\n\n(b)              \nIn the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,\nduties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee\nand such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular\nact or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),\nthe Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations\n(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such\nseparate trustee or co-trustee at the direction of the Trustee.\n\n(c)              \nAny notice, request or other writing given to the Trustee shall be deemed to have been given to each of then-separate trustees\nand co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall\nrefer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance\nof the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with\nthe Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision\nof this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument\nshall be filed with the Trustee.\n\n(d)              \nAny separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full\npower and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and\nin its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,\nproperties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment\nof a new or successor trustee.\n\n(e)              \nThe appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its\nduties and responsibilities hereunder.\n\nSection 8.11       \nAppointment of Custodians. The Certificate Administrator\nis hereby appointed as the Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a national banking association\nor a depository institution subject to supervision by federal or state authority, shall have combined capital and surplus of at least\n$15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject\nto the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention\nof Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator\nmay appoint another Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate Administrator\nshall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain\nresponsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain\na fidelity bond and errors and\n\n-392-\n\nomissions policy in an amount customary for\nCustodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.\n\nSection 8.12       \nAppointment of Advancing Agent. The Trustee may, at its\nown expense, appoint an advancing agent or similar entity to perform its obligations under Section 4.06 and Section 7.05\nof this Agreement. The Advancing Agent shall at all times be an institution (i) that has (A) a rating on its long-term senior unsecured\ndebt or an issuer default rating of at least “A” by Fitch or a short-term rating of at least “F1” by Fitch, (B)\na rating on its long-term senior unsecured debt or an issuer rating of at least “A2” by Moody’s or a long-term counterparty\nrisk assessment of at least “A2(cr)” by Moody’s and (C) a rating on its long-term senior unsecured debt or an issuer\nrating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which\nmay include Moody’s and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth in this clause (i), such\nother rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation), and (ii) is otherwise acceptable\nto the Rating Agencies as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency. The Trustee shall provide prompt\nwritten notice of the appointment of any Advancing Agent to the Depositor, the Underwriters, the Initial Purchasers, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Certificate Administrator and the Rule 17g-5 Information Provider, who shall post such\nnotice on the Rule 17g-5 Information Provider’s Website pursuant to Section 13.05 of this Agreement. No appointment of an\nAdvancing Agent shall be effective until the Advancing Agent shall have executed and delivered to the Trustee for the benefit of the Trust\nand the Certificate Owners a written assumption of all obligations of the Trustee to make Advances as and when required of the Trustee\nunder Section 3.20 and Section 4.06 of this Agreement, with a copy of such written assumption delivered to the Rule 17g-5\nInformation Provider, who shall post such written assumption on the Rule 17g-5 Information Provider’s Website pursuant to Section\n13.05 of this Agreement. The appointment of an Advancing Agent shall not relieve the Trustee from any of its obligations hereunder\n(including, without limitation, its obligations under Section 4.06 and Section 7.05 of this Agreement), and the\nTrustee shall remain responsible for all acts and omissions of the Advancing Agent.\n\nSection 8.13       \nRepresentations and Warranties of the Trustee. The Trustee\nhereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, each Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing\nDate, that:\n\n(i)                                 The\nTrustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States\nof America;\n\n(ii)                              The\nexecution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee,\nwill not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or lapse of time,\nor both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party\nor which is applicable to it or any of its assets;\n\n(iii)                           The\nTrustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized\nthe execution,\n\n-393-\n\ndelivery and performance of this Agreement,\nand has duly executed and delivered this Agreement;\n\n(iv)                          This\nAgreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding\nobligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy,\ninsolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of\ncreditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement\nis considered in a proceeding in equity or at law;\n\n(v)                             The\nTrustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of\nthis Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or\ndemand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith and reasonable\njudgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement;\n\n(vi)                          No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit\nthe Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially and\nadversely affect the ability of the Trustee to perform its obligations under this Agreement;\n\n(vii)                       No\nconsent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance\nby the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement,\nexcept for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance\nby the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the\nability of the Trustee to perform its obligations hereunder; and\n\n(viii)                   To\nits actual knowledge, the Trustee is not a Risk Retention Affiliate of the Retaining Party.\n\nSection 8.14       \nProvision of Information to Certificate Administrator, Master Servicer\nand Special Servicer. The Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator\nwith notice of any change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written\nnotice of such change). The Certificate Administrator, the Master Servicer and the Special Servicer may each conclusively rely on the\ninformation provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate\nAdministrator, the Master Servicer and the Special Servicer, as applicable, shall have no liability for notices not sent to the correct\nServiced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders\nto the extent updated or correct\n\n-394-\n\ninformation regarding the holders of any of\nthe Serviced Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders\nhas not been provided to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable.\n\nSection 8.15       \nRepresentations and Warranties of the Certificate Administrator.\nThe Certificate Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders,\nas of the Closing Date, that:\n\n(i)                                 The\nCertificate Administrator is a national banking association duly organized under the laws of the United States of America, duly organized,\nvalidly existing and in good standing under the laws thereof;\n\n(ii)                              The\nexecution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of this\nAgreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or constitute\na default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any\nmaterial agreement or other instrument to which it is a party or which is applicable to it or any of its assets;\n\n(iii)                           The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this\nAgreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                          This\nAgreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding\nobligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms hereof, subject\nto (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’\nrights generally and the rights of creditors of national banking associations specifically and (b) general principles of equity,\nregardless of whether such enforcement is considered in a proceeding in equity or at law;\n\n(v)                             The\nCertificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance\nwith the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,\nregulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate Administrator’s\ngood faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Certificate Administrator\nto perform its obligations under this Agreement or the financial condition of the Certificate Administrator;\n\n(vi)                          No\nlitigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator\nwhich would prohibit the\n\n-395-\n\nCertificate Administrator from entering\ninto this Agreement or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and adversely\naffect either the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition\nof the Certificate Administrator;\n\n(vii)                       No\nconsent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance\nby the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation of the transactions\ncontemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained\nprior to the actual performance by the Certificate Administrator of its obligations under this Agreement, and which, if not obtained\nwould not have a materially adverse effect on the ability of the Certificate Administrator to perform its obligations hereunder; and\n\n(viii)                    To\nits actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Retaining Party.\n\nSection 8.16       \nCompliance with the PATRIOT Act. In order to comply with\nthe laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating\nto the funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate\nAdministrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain information relating to individuals\nand entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master\nServicer, as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide\nto the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from\ntime to time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate\nAdministrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.\n\n[End of Article VIII]\n\nARTICLE\nIX\n\nTERMINATION\n\nSection 9.01       \nTermination upon Repurchase or Liquidation of All Mortgage Loans.\nSubject to this Section 9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under\nthis Agreement of the Certificate Administrator (other than the obligations of the Certificate Administrator to provide for and make payments\nto Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset\nRepresentations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts\nheld by the Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of\n(i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject\nhereto, (ii) the purchase or other liquidation by the Holders of the Controlling Class, the Special Servicer, the Master Servicer,\nor the Holders of the\n\n-396-\n\nClass R Certificates, in that order of\npriority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to\n(a) the sum of (1) the Termination Purchase Amount and (2) the reasonable out-of-pocket expenses of the Master\nServicer and the Special Servicer with respect to such termination, unless the Master Servicer or the Special Servicer, as applicable,\nis the purchaser of such Mortgage Loans, *minus* (b) solely in the case where the Master Servicer is exercising such purchase\nright, the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect\nof such Advances in accordance with Sections 3.03 and 4.03(d) and any unpaid Servicing Fees, remaining outstanding\nand payable solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to Master Servicer in connection\nwith such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-S, Class B,\nClass C and Class D Certificates, are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the\noutstanding Certificates (other than the Class R Certificates) and the payment or deemed payment by such exchanging party of the\nTermination Purchase Amount for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately\nsucceeding paragraph; provided, however, that in no event shall the trust created hereby continue beyond the expiration\nof twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United\nStates to the Court of St. James’s, living on the date hereof. Upon termination of the Trust pursuant to clause (i)\nof the immediately preceding sentence, the Custodian shall release or cause to be released to the Master Servicer, at its address provided\nin Section 13.05 of this Agreement or to such other address designated by the Master Servicer in writing, any Mortgage File\nremaining in its possession with respect to the Mortgage Loans serviced by the Master Servicer. In connection with a termination of the\nTrust under this Article IX, the obligations and responsibilities of the Custodian under this Agreement shall terminate upon its\ndelivery of such Mortgage Files to the Master Servicer, Sole Certificateholder or other party as required by this Section 9.01,\nexcept for the obligation of the Custodian to execute assignments, endorsements and other instruments as required by this Section 9.01.\n\nFollowing the date on which\nthe Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D Certificates\nare no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of then-outstanding\nCertificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master\nServicer, to exchange all of its Certificates (other than the Class R Certificates) together with the payment or deemed payment of\nthe Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii)\nof the first paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days\nprior to the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other\nthan the Class R Certificates) and pay the Termination Purchase Amount for all of the Mortgage Loans and the Trust’s portion\nof each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the\nDistribution Date on which the final distribution on the Certificates is to occur, shall remit for deposit in the Collection Account of\nthe Master Servicer an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer,\nthe Special Servicer, the Trustee and the Certificate Administrator hereunder through the date of the liquidation of the Trust that may\nbe withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a)\nor that\n\n-397-\n\nmay be withdrawn from the Distribution Account\npursuant to Section 3.05(b), but only to the extent that such amounts are not already on deposit in the Collection Account.\nIn addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account\non the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the\nCollection Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced\nWhole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion of\nREO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been made and\nfollowing the surrender of all its Certificates (other than the Class R Certificates) on the applicable Distribution Date, the Custodian\nshall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or\nany designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments\nfurnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining\nin the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes,\nthe Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining\nCertificate Balance of the Principal Balance Certificates, *plus* accrued, unpaid interest with respect thereto, and the Certificate\nAdministrator shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular\nInterests.\n\nThe obligations and responsibilities\nunder this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Companion\nPaying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan has been paid\nin full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or for the benefit\nof the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.\n\nThe Holder of the majority\nof the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates, in that order of\npriority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in\nrespect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by\nclause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate\nAdministrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,\nhowever, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R\nCertificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust\nFund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion\nof any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the\nPreliminary Statement. This purchase shall terminate the Trust and retire then-outstanding Certificates. In the event that the Master\nServicer or the Special Servicer purchases, or the Holder of the majority of the Controlling Class or the Holders of the Class R\nCertificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance\nwith the preceding sentence, the Master Servicer, the Special Servicer, the Holder of the majority of the Controlling Class or the Holders\nof the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC\n\n-398-\n\nDistribution Account not later than the P&I\nAdvance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately\navailable funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the\nCertificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account of the Master Servicer).\nIn addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred\nthereto on such P&I Advance Date from its Collection Account pursuant to the first paragraph of Section 3.04(b), together\nwith any other amounts on deposit in its Collection Account that would otherwise be held for future distribution. Upon confirmation that\nsuch final deposits and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special\nServicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage\nFiles for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master\nServicer, the Special Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as\nthe case may be, as shall be necessary to effectuate transfer of the Mortgage Loans as assets of the Trust and REO Properties remaining\nin the Trust Fund.\n\nFor purposes of this Section 9.01,\nthe Holder of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and Lower-Tier\nREMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes of this\nSection 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf\nof the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.\n\nNotice of any termination\npursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,\neach Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)\n(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the\nprovisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties\nhereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans is an asset of the\nTrust and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next\npreceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution on\nor before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon which the\nTrust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that\nthe Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender\nof the Certificates at the offices of the Certificate Registrar or such other location therein designated. Upon termination of the Trust\npursuant to this Section 9.01, the Certificate Administrator shall provide notice thereof to the Trustee via email.\n\nAfter transferring the Lower-Tier\nDistribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates\npursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account pursuant to Section 3.04(b) and upon\npresentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator\nshall distribute to each\n\n-399-\n\nCertificateholder so presenting and surrendering\nits Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier\nREMIC Distribution Account that are allocable to payments on the Class of Certificates so presented, and (ii) any remaining amount\nshall be distributed to the Holders of Class R Certificates in respect of the Class LR Interest or the Class UR Interest,\nas applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account\nas of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the\nClass LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed\non such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and\nsurrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and\nSection 4.01(h).\n\nSection 9.02       \nAdditional Termination Requirements. (a)  In the\nevent the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R\nCertificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided\nin Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with\nthe following additional requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of\nthe Code:\n\n(i)                                the\nCertificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing\nof the notice specified in Section 9.01) in a statement attached to each of the related Trust REMIC’s final Tax Returns\npursuant to Treasury Regulations Section 1.860F-1;\n\n(ii)                             during\nthe 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate\nAdministrator on behalf of the Trustee shall sell all of the assets of the related Trust REMIC(s) to the Master Servicer, the Special\nServicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and\n\n(iii)                           within\nsuch 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests\nand the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders\nof the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect\nof the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims),\nand the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.\n\n[End of Article IX]\n\n-400-\n\nARTICLE\nX\n\nADDITIONAL REMIC PROVISIONS\n\nSection 10.01   \nREMIC Administration. (a)  The Certificate Administrator\nshall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable\nState and Local Tax Law. Each such election will be made on IRS Form 1066 or other appropriate federal tax return for the taxable\nyear ending on the last day of the calendar year in which the Lower-Tier Regular Interests and the Regular Certificates are issued.\nFor the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of Regular Certificates shall be designated\nas a class of “regular interests” and the Class UR Interest shall be designated as the sole class of “residual\ninterests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of\nLower-Tier Regular Interests shall be designated as a class of “regular interests” and the Class LR Interest shall\nbe designated as the sole class of “residual interests” in the Lower-Tier REMIC. The Special Servicer, the Master Servicer\nand the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in\nany Trust REMIC other than the foregoing interests. The Certificate Administrator shall prepare or cause to be prepared and timely produced\nto the Trustee to sign (and the Trustee shall timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier\nREMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4\nor obtain such number by other permissible means. The Certificate Administrator shall be responsible for the preparation of the related\nIRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained therein, and is hereby\ndirected to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be directed\nto execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.\n\n(b)              \nThe Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within\nthe meaning of Section 860G(a)(9) of the Code.\n\n(c)              \nThe Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either\nsuch Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination or\naudit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or\naccountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust and the\nCertificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans and any REO Properties\non deposit in the Collection Account as provided by Section 3.05 unless such legal expenses and costs are incurred by reason\nof the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate Administrator is hereby designated\nas the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC and shall perform\nall the functions thereof. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to such designation.\n\n(d)              \nThe Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns\nthat it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee\nshall timely\n\n-401-\n\nsign) such Tax Returns in a timely manner.\nThe ordinary expenses of preparing such returns shall be borne by the Certificate Administrator without any right of reimbursement therefor.\nThe Certificate Administrator shall prepare or cause to be prepared, and file or cause to be filed with the IRS, on behalf of each of\nthe Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS\nForm SS-4 or obtain such number by other permissible means.\n\n(e)              \nThe Certificate Administrator shall provide or cause to be provided: (i) to any Transferor of a Class R Certificate such\ninformation as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who\nis a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent; (ii) to the Certificateholders such\ninformation or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount\nand market discount or premium (using the Prepayment Assumption); and (iii) to the IRS on IRS Form 8811, within thirty (30)\ndays after the Closing Date, the name, title, address and telephone number of the “partnership representative” who will serve\nas the representative of each of the Trust REMICs created hereunder.\n\n(f)               \nThe Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the\nCertificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain\nthe status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the\nextent reasonably requested by the Certificate Administrator to do so. No Master Servicer or Special Servicer shall knowingly or intentionally\ntake any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control\nand the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be,\ncould (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC\nor the Trust (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the\nCode and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income\nfrom foreclosure property”) (either such event, an “Adverse REMIC Event”) unless the Certificate Administrator\nreceives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and\nthe Certificate Administrator determines that taking such action is in the best interest of the Trust and the Certificateholders, at the\nexpense of the Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated\naction will not, with respect to the Trust or any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate\nAdministrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including\na tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized\nhereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect\nthat an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such\nwritten advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,\nbut in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate\nAdministrator will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially\nall\n\n-402-\n\nof the assets of each Trust REMIC as “qualified\nmortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)\nof the Code.\n\n(g)              \nIn the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts\nor additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of\nthe Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect to the\nestimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code\nor any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve for\nthe payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator\nin writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes.\nExcept as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account sufficient funds to pay or\nprovide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization\nshall not prevent the Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach\nof its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by\nlaw, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate\nnon-interest bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code\nor the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of\nthe Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such\ntax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the IRS or applicable state\nor local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the\nHolders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) to the Lower-Tier REMIC\nto the extent they are fully reimbursed for any Realized Losses arising therefrom, (y) in the case of the Lower-Tier Regular\nInterests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the\nHolders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c),\nand (z) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in\nSection 4.01(a) or Section 4.01(c), as applicable, to the extent they are fully reimbursed for any Realized Losses\narising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee,\nthe Certificate Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC\nexcept to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes\nwillful misconduct, bad faith, or negligence by such party.\n\n(h)              \nThe Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with\nrespect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.\n\n(i)                \nFollowing the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any\nTrust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the\n\n-403-\n\nparty seeking to make such contribution) to\nthe effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC Event.\n\n(j)                \nNeither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will\nreceive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than\n“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined\nin Section 860G(a)(5) of the Code.\n\n(k)              \nSolely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”\nby which the Certificate Balance or Notional Amount of each Class of Regular Certificates and the Lower-Tier Principal Amount of each\nClass of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.\n\n(l)                \nNone of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose\nof or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage\nLoan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure,\n(ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this Agreement or\n(iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire any\nassets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account for gain unless\nit has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely the status of any\nTrust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as\nthe case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any Trust REMIC to\nbe subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.\n\n(m)            \nThe Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator\nis hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or\nsuccessor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or\nsuccessor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder\nof a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate, to any\nsuch elections.\n\nSection 10.02   \nUse of Agents. (a)  The Trustee shall execute\nall of its obligations and duties under this Article X through its Corporate Trust Office. The Trustee may execute any of\nits obligations and duties under this Article X either directly or by or through agents, affiliates or attorneys. The Trustee\nshall not be relieved of any of its duties or obligations under this Article X by virtue of the appointment of any such agents,\naffiliates or attorneys.\n\n(b)              \nThe Certificate Administrator may execute any of its obligations and duties under this Article X either directly or\nby or through agents or attorneys. The Certificate\n\n-404-\n\nAdministrator shall not be relieved of any\nof its duties or obligations under this Article X by virtue of the appointment of any such agents, affiliates or attorneys.\n\nSection 10.03   \nDepositor, Master Servicer and Special Servicer to Cooperate with Certificate\nAdministrator. (a)  The Depositor shall provide or cause to be provided to the Certificate Administrator within ten\n(10) days after the Depositor receives a request from the Certificate Administrator, all information or data that the Certificate Administrator\nreasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation,\nthe price, yield, Prepayment Assumptions and projected cash flow of the Certificates.\n\n(b)              \nThe Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable\nnotice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the\nTrust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.\n\nSection 10.04   \nAppointment of REMIC Administrators. (a)  The\nCertificate Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall\nbe authorized to act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein.\nThe Certificate Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument\nin which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of\na REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator\nshall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable\nto the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of any State\nand be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed in accordance\nherewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms\nhereof. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company,\nNational Association shall be terminated as REMIC Administrator.\n\n(b)              \nAny Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting\nfrom any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate\nagency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of any paper\nor any further act on the part of the Certificate Administrator or the REMIC Administrator.\n\n(c)              \nAny REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation\nto the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.\nThe Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination\nto such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation\nor upon such a\n\n-405-\n\ntermination, or in case at any time any REMIC\nAdministrator shall cease to be eligible in accordance with the provisions of this Section 10.04, the Certificate Administrator\nmay appoint a successor REMIC Administrator, in which case the Certificate Administrator shall give written notice of such appointment\nto the Master Servicer, the Trustee and the Depositor and shall mail notice of such appointment to all Certificateholders; provided,\nhowever, that no successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04.\nAny successor REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties\nand responsibilities of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator\nshall have responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.\n\n[End of Article X]\n\nARTICLE\nXI\n\nEXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE\n\nSection 11.01   \nIntent of the Parties; Reasonableness. The parties hereto\nacknowledge and agree that the purpose of Article XI of this Agreement is to facilitate compliance by the Depositor (and any\nOther Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the\nrelated rules and regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or other\nperformance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act,\nthe Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto\nacknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance provided\nby the Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any\nOther Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the\nbasis of such evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).\nIn connection with the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9,\nand any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, the Master Servicer, the Special Servicer,\nthe Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate\nAdministrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a\nServiced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other\nDepositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all\nstatements, reports, certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable\ngood faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as\napplicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special\nServicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator,\n\n-406-\n\nas applicable, and any Sub-Servicer, or\nthe servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or\nthe related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period\nof time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance\nwritten request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing\nrequirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable\nefforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party\nin connection with such obligation.\n\nSection 11.02   \nSuccession; Subcontractors. (a)  As a condition\nto the succession to the Master Servicer and the Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer\nas contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to the Certificate Administrator under this Agreement\nby any Person (i) into which the Master Servicer and the Special Servicer, such Sub-Servicer or Certificate Administrator may\nbe merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and the Special Servicer or to any\nsuch Sub-Servicer or Certificate Administrator, the person removing and replacing the Master Servicer and the Special Servicer or\nCertificate Administrator shall provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and\neach Other Depositor (and Other Certificate Administrator, as applicable), at least fifteen (15) calendar days prior to the effective\ndate of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor,\nthe Other Depositor and the Other Certificate Administrator of such succession or appointment and (y) in writing and in form and\nsubstance reasonably satisfactory to the Depositor and the Other Depositor, all information relating to such successor reasonably requested\nby the Depositor, Other Depositor or Other Certificate Administrator in order to comply with its reporting obligation under Item 6.02\nof Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange\nAct); provided, however that if disclosing such information prior to such effective date would violate any applicable law\nor confidentiality agreement, the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate Administrator, as\nthe case may be, shall submit such disclosure to the Depositor and the Other Depositor no later than the effective date of such succession\nor appointment.\n\n(b)              \nThe Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator\n(the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each Sub-Servicer,\nfor purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors to perform\ncertain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon\nwritten request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other\nDepositor related to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance\nsatisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as\napplicable) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor\nand (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.\nAs a condition to the utilization\n\n-407-\n\nby such Servicer of any Subcontractor determined\nto be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that\nis an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with\nwhich it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and\nthe Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes\na related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement\nto the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer\nthat is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with\nrespect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function\nParticipant and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required\nto be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required\nto be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations\nhereunder.\n\n(c)              \nNotwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with\nthe performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor\nis a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria\nin Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such\nSubcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),\n(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,\nthe engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator\nof any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing\nAgreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator\n(or such shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the\nCertificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange\nAct (if such reports under the Exchange Act are required to be filed under the Exchange Act).\n\n(d)              \nIn connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged\nor consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor,\nthe Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information\nProvider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective\ndate of such succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,\nno later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator,\nin writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information reasonably\nnecessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event\n\n-408-\n\nunder Item 6.02 of Form 8-K pursuant\nto the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).\n\n(e)              \nNotwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or\nany Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,\nthe Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to\ncomply with its obligations under such Initial Sub-Servicing Agreement.\n\n(f)               \nAny notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided\nto each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services, specially\nservices or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.\n\nSection 11.03   \nFiling Obligations. (a)  The Master Servicer,\nthe Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably\ncooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant\nto Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall\nprepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to\npermit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and\nRetrieval System (“EDGAR”)) such Forms executed by the Depositor.\n\nEach party hereto shall be\nentitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit\nenhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information\nrequired to be provided by it or indemnified for by it pursuant to any separate agreement.\n\n(b)              \nIn the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any\nForm 10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was\neither not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator\nwill promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate\nAdministrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,\nForm ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,\nthe Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction\nof the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event\nthat any previously filed Form 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate\nAdministrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator\nto prepare any necessary Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15,\nForm 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K shall be signed\nby an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the\n\n-409-\n\nCertificate Administrator of its duties under\nthis Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to\nForm 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing all applicable\ndeadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08,\n11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator shall have no liability for\nany loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely\nfile any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K or\nForm 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely\nbasis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25\nor any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence,\nbad faith or willful misconduct.\n\nSection 11.04   \nForm 10-D and Form ABS-EE Filings. (a)  Within\nfifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator\nshall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by\nthe Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement\nattached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D\n(“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties\nset forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate\nAdministrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure,\nabsent such reporting, direction and approval.\n\nFor so long as the Trust\nis subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar\ndays after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall\nprovide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the\nMaster Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,\nin EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such\nproviding parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided that information\nrelating to any REO Account to be reported under “Item 9: Other Information” on Exhibit BB shall be reported\nby the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM;\n(ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional\nDisclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of REO Account balances\nwhich shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance,\nor disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered\nto the Certificate Administrator hereunder should be delivered by email to !nacctsecnotifications@computershare.com (or such other e-mail\naddress as the Certificate Administrator may instruct), Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator\nhas any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties\nunder this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The\nDepositor will be\n\n-410-\n\nresponsible for any reasonable expenses incurred\nby the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D\npursuant to this paragraph.\n\nThe Certificate Administrator\nshall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning\nall assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan\nfor, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed\nby the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key” for\neach such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the\nform of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances\nof the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified\nin this Section 11.04) and the Collection Account as of the related Distribution Date and as of the immediately preceding\nDistribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve\nAccount, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the\nMortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information\nas described in clause (i) and clause (ii) of this paragraph.\n\nForm 10-D requires\nthe registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required\nto be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the\nregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”\nThe Depositor shall notify the Certificate Administrator by email to *!nacctsecnotifications@computershare.com*, no later than the\n5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the\nquestions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing\nand/or filing any such report.\n\nWith respect to any Mortgage\nLoan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable\nForm 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage\nLoan and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,\nas the case may be, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine debt,\nas applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the\nbasis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated\non the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.\n\nThe Depositor hereby directs\nthe Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D for\neach reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may rely without further investigation\nthat this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s\nname and phone number in writing.\n\n-411-\n\nUpon receipt of the Asset\nReview Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate\nAdministrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section 11.04\nfor such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate\nAdministrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations\nReviewer.\n\nTo the extent the Certificate\nAdministrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate\nOwners pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating to the reporting\nperiod in which such request was received a Special Notice including the information required to be included pursuant to Section 5.06.\n\n(b)              \nAfter preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D\nto the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after\nthe related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt\nof such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor shall\nnotify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D\nand, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed\nForm 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,\nif the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed\ncopies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and\ncertified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with\neach Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.\nIf a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator\nshall follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator\nshall make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator.\nThe signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 30 Hudson Yards, 15th Floor, New York, New York\n10001, Attention: A.J. Sfarra, with a copy to: Bryan Riddle, Esq., Senior Counsel, Wells Fargo Legal Department, 401 S Tryon Street, MAC\nD1050-266, 26th Floor, Charlotte, North Carolina 28202-1911. The parties to this Agreement acknowledge that the performance by the Certificate\nAdministrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D\nis contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b).\nNeither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of\nor with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure\nresults from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party\nto this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad\nfaith or willful misconduct.\n\n-412-\n\n(c)              \nPrior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the\nCertificate Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by\nthe Exchange Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any\nForm ABS-EE required to be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the\nProspectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule\nAL File received by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the\nCertificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d),\nthe Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate\nAdministrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate\nAdministrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information\ncontained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the\nCertificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC®\nSchedule AL File and any Schedule AL Additional File received by the Certificate Administrator in both XML format and tabular form) concurrently\nwith the related Form 10-D to the Depositor for review and approval. Any questions shall be directed to *investorreporting@trimont.com*\n(or such other email address as is provided). The Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable\nquestions that the Depositor may pose to the Master Servicer regarding the data or information contained in any CREFC®\nSchedule AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial\nSchedule AL Additional File or the Annex A-1 to the Prospectus) as of the time the Master Servicer delivered such CREFC®\nSchedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator, the Master\nServicer and the Depositor shall each, to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy\nany filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File in a timely manner.\n\nWithin two (2) Business Days\nafter receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar day\nafter the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)\nof any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE\nand return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail)\nto the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s\nsignature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously\nfiled Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).\nPromptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 3.13(b), make available\non the Certificate Administrator’s website a final executed copy of each Form ABS-EE (together with the related CREFC®\nSchedule AL File and any Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate Administrator.\nThe signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 30 Hudson Yards, 15th Floor, New York, New York\n10001, Attention: A.J. Sfarra, with a copy to: Bryan Riddle, Esq., Senior Counsel, Wells Fargo Legal Department, 401 S Tryon Street, MAC\nD1050-266, 26th Floor,\n\n-413-\n\nCharlotte, North Carolina 28202-1911. The\nparties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(c)\nrelated to the timely preparation and filing of Form ABS-EE is contingent upon the responsible parties observing all applicable\ndeadlines in the performance of their duties under this Section 11.04(c). The Certificate Administrator shall have no liability\nfor any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form ABS-EE\nwhere such failure results from the Certificate Administrator’s inability or failure to receive on a timely basis any information\nfrom any other party hereto needed to prepare, arrange for execution or file such Form ABS-EE, not resulting from its own negligence,\nbad faith or willful misconduct.\n\nThe Depositor hereby directs\nthe Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE for\neach reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may rely without further investigation\nthat this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s\nname and phone number in writing.\n\n(d)              \nAny notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided\nto each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion\nLoan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as\nset forth in this Section 11.04.\n\nSection 11.05   \nForm 10-K Filings. (a)  Within ninety\n(90) days after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on December 31 of\neach year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”), commencing\nin March 2027, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance\nas required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have\nbeen delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:\n\n(i)                                 an\nannual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian\nand each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of\nnoncompliance and the nature and status thereof;\n\n(ii)                              (A)  the\nannual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer, the Certificate\nAdministrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function Participant utilized\nby the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or Trustee, as described\nunder Section 11.10; and\n\n(B)             \nif any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any\nmaterial instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance\ninvolved the servicing of the assets\n\n-414-\n\nbacking the Certificates issued pursuant\nto this Agreement and any steps taken to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing\ncriteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report\nis not included and an explanation why such report is not included;\n\n(iii)                           (A)  the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,\nthe Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant\nutilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,\nas described under Section 11.11; and\n\n(B)             \nif any registered public accounting firm attestation report described under Section 11.11 identifies any material instance\nof noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation\nreport is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such\nreport is not included; and\n\n(iv)                          a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a\nresult of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described\nbelow, be signed by the senior officer of the Depositor in charge of securitization.\n\nAny disclosure or information in addition to\nclauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K\nDisclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the\nDepositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability\nfor any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.\nInformation delivered to the Certificate Administrator hereunder should be delivered (i) by email to *!nacctsecnotifications@computershare.com*,\nAttn: CTS SEC Notifications and also (ii) by email to *Form10k.Compliance@cwt.com*.\n\nAs set forth on Exhibit CC\nhereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2027,\n(i) the parties listed on Exhibit CC shall provide to the Certificate Administrator and the Depositor, to the extent\na Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format\nor in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form\nand substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto\nshall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as\nExhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion\nof the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty\nunder this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this\nparagraph or proactively solicit or procure from such parties any Additional Form 10-K\n\n-415-\n\nDisclosure information. The Depositor will\nbe responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any\nAdditional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.\n\nForm 10-K requires\nthe registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required\nto be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the\nregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90)\ndays.” The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing of\na report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be entitled\nto rely on such representations in preparing, executing and/or filing any such report.\n\n(b)              \nAfter preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K\nto the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business\nDays after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which\nmay be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization\nfor the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original\nexecuted hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed\non time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set\nforth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make available on\nits Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party at the\nDepositor can be contacted at c/o Wells Fargo Securities, LLC, 30 Hudson Yards, 15th Floor, New York, New York 10001, Attention: A.J.\nSfarra, with a copy to: Bryan Riddle, Esq., Senior Counsel, Wells Fargo Legal Department, 401 S Tryon Street, MAC D1050-266, 26th\nFloor, Charlotte, North Carolina 28202-1911. The parties to this Agreement acknowledge that the performance by the Certificate Administrator\nof its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K is contingent upon\nthe parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any\nsuch parties) observing all applicable deadlines in the performance of their duties under this Section 11.05. Neither the\nTrustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect\nto any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results from\nthe Certificate Administrator’s failure to receive, on a timely basis, any information from the parties to this Agreement (or any\nSub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange for execution or file such\nForm 10-K, not resulting from its own negligence, bad faith or willful misconduct.\n\n(c)              \nUpon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate\nAdministrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received\nnotice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,\nthe Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.\n\n-416-\n\n(d)              \nAny notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided\nto each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion\nLoan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as\nset forth in this Section 11.05.\n\nSection 11.06   \nSarbanes-Oxley Certification. Each Form 10-K\nshall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required to be included therewith pursuant\nto the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization is subject to the reporting requirements\nof the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating\nAdvisor and the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods\nin which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect to\neach Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as the case may be, that is a Servicing Function\nParticipant shall use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to\neach other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,\nthe Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such\nServicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization\nthat includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March\n1st of each year commencing in March 2027, a certification substantially in the form attached hereto as Exhibits Z-1,\nZ-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”),\nas applicable, on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying Person\nis an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification\nParties”) can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer)\nwith which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor\nhas entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance\nCertification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the\nOperating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information that would have been\nprovided by such Servicing Function Participant. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion\nLoan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer\nis provided with timely and complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not\nless than thirty (30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect\nto such Other Securitization either the Performance Certification or a separate certification in form and substance similar to applicable\nPerformance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect\nto the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual),\nand such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the\nCertificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced\nMaster Servicer, Non-Serviced\n\n-417-\n\nSpecial Servicer and Non-Serviced Trustee\nin form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve\nas the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate\n(which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties\nto rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual\nreport on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s\nreport provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or\nreport discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable such\naccountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated or\nresigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the\ncase may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant to this Section 11.06\nwith respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,\nas the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed\nupon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator and such providing\nparties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify\nor verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a “significant\nobligor”, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to\ncertify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities\nhereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information\ncalled for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.\n\nNotwithstanding anything\nto the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other\nSecuritization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification\nunder this Section 11.06 shall be obligated to do so.\n\nSection 11.07   \nForm 8-K Filings. Within four (4) Business Days\nafter the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if\nrequested by the Depositor and to the extent it receives the Form 8-K Disclosure Information described below, the Certificate\nAdministrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice\nthereof to Form10K.Compliance@cwt.com, provided that the Depositor shall file the initial Form 8-K in connection with\nthe issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included\non Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be reported\nby the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the Depositor, and\nthe Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure\nInformation or any Form 8-K, absent such reporting, direction and approval.\n\n-418-\n\nAs set forth on Exhibit DD\nhereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York City\ntime, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD hereto\nshall provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing Officer or Responsible\nOfficer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon by the Depositor,\nthe Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable, (ii) the parties\nlisted on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure Notification\nin the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,\nas the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate\nAdministrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD\nof their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.\nThe Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection\nwith including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to\nthe Certificate Administrator hereunder should be delivered by email to *!nacctsecnotifications@computershare.com*, Attn: CTS SEC\nNotifications.\n\nAfter preparing the Form 8-K,\nthe Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon,\nNew York City time, on the third (3rd) Business Day after the Reportable Event, but in no event earlier than twenty-four (24) hours\nafter having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later\nthan the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator\nin writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York\nCity time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K\nand return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail)\nto the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be\namended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with\nthe Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K\nfiled by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 30 Hudson\nYards, 15th Floor, New York, New York 10001, Attention: A.J. Sfarra, with a copy to: Bryan Riddle, Esq., Senior Counsel, Wells Fargo Legal\nDepartment, 401 S Tryon Street, MAC D1050-266, 26th Floor, Charlotte, North Carolina 28202-1911. The parties to this Agreement\nacknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely\npreparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their\nduties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss,\nexpense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such\nForm 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely\nbasis, any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not\nresulting from its own negligence, bad faith or willful misconduct.\n\n-419-\n\nThe Master Servicer, the\nSpecial Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special Servicer,\nas the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by the Master\nServicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly notify\nand (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the\nMortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and the Certificate\nAdministrator, but in no event later than noon, New York City time, on the second (2nd) Business Day after its occurrence, of any Reportable\nEvent applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual\nknowledge, in EDGAR-Compatible Format.\n\nNotwithstanding anything\nto the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization\nis not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K\nDisclosure Information.\n\nAny notice and/or information\nfurnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and each\nOther Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services,\nspecially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.\n\nFor so long as the Trust\nis subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a related\nNon-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported\non a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator has\nfiled any required Form 8-K pursuant to this Section 11.07.\n\nSection 11.08   \nForm 15 Filing. On or prior to January 30th of the\nfirst year in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable law to suspend\nits Exchange Act filings, the Certificate Administrator shall prepare and file a notification relating to the automatic suspension of\nreporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary\nto be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing\nof such form, subject to Section 11.15(h), the obligations of the parties to this Agreement under Section 11.04,\nSection 11.05 and Section 11.07 shall be suspended and reports or certifications due under Section 11.09,\n11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice\nto the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension\nNotification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings,\nthe Certificate Administrator shall recommence preparing and filing reports on Forms 10-D, ABS-EE, 10-K and 8-K as required\npursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations under\nthis Article XI shall recommence.\n\n-420-\n\nSection 11.09   \nAnnual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has\ncommenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that neither the Trustee\nnor any Additional Servicer appointed by it to act as Advancing Agent pursuant to Section 8.12 shall be required to deliver\nan assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the\nCertificate Administrator (each, a “Certifying Servicer”) shall (and each such party shall (i) with respect\nto each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts\nto cause such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing\nFunction Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional\nServicer to deliver to), on or before March 1st of each year, commencing in March 2027, deliver to the Trustee, the Certificate Administrator\n(which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and\nthe 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate,\nin the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to\nthe Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the\npreceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable\nsub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s\nsupervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled\nall its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of\nan Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill\nany such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such\nOfficer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the\nCertificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer\nengaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional\nServicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with\nrespect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate\nAdministrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder and the 17g-5\nInformation Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts\nto procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and\nNon-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each\nsuch Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the\nCertifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying\nServicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s\nor Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations\nof the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each\nAdditional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional\nServicer is acting as the Master Servicer,\n\n-421-\n\nthe Special Servicer, the Trustee, the Certificate\nAdministrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered. The Master Servicer, the\nSpecial Servicer and each Additional Servicer shall not be required to cause the delivery of any such statement until April 15 in any\ngiven year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related\nOther Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization\nfor the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator\nis terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special\nServicer shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns\nor is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and\n(ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing\nagreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with\nrespect to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject\nto this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.\n\nAny certificate, statement,\nreport, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided\nto each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,\nspecially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.09.\n\nSection 11.10   \nAnnual Reports on Assessment of Compliance with Servicing Criteria.\n(a)  On or before March 1st of each year, commencing in March 2027, the Master Servicer, the Special Servicer (regardless of\nwhether the Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that\nneither the Trustee nor any Additional Servicer appointed by it to act as Advancing Agent pursuant to Section 8.12 shall be\nrequired to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable\nto it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall\nfurnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, the Special\nServicer, the Trustee, the Operating Advisor, the Custodian, or the Certificate Administrator that is a Servicing Function Participant,\nuse commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing\nFunction Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing\nFunction Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by\nthe Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating\nAdvisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form provided\nby such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an\nassessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of\nits responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used\nthe Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment\nof\n\n-422-\n\ncompliance with the Relevant Servicing Criteria\nas of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,\nincluding, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure\nand the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report\non such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. If the party’s\nassessment compliance or the related attestation report identifies any material instance of noncompliance with the Relevant Servicing\nCriteria, such party shall also provide a discussion of (1) whether the identified instance was determined to have involved the servicing\nof the Mortgage Loans and (2) any steps taken to remedy such identified instance of non-compliance to the extent related to its activities\nwith respect to asset-backed securities transactions taken as a whole involving such party and that are backed by the same asset type\nbacking the Certificates. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts\nto procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee\nin form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible\nFormat, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.\n\nEach such report shall be\naddressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria\nspecified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.\nPromptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with each Reporting\nServicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Servicing\nFunction Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall\nconfirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit AA\nand notify the Depositor of any exceptions. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the\nOperating Advisor and any Servicing Function Participant shall not be required to cause the delivery of any such assessments until April\n15th in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization,\nthe related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for\nany Other Securitization for the preceding calendar year.\n\nNotwithstanding the foregoing,\nat any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide\na combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant Servicing\nCriteria as set forth on Exhibit AA hereto.\n\n(b)              \nThe Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge\nand agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party\nand any Servicing Function Participant with which the Master Servicer, the Special Servicer, Trustee, Operating Advisor or Certificate\nAdministrator has entered into a servicing relationship.\n\n-423-\n\n(c)              \nNo later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer\nshall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer engaged\nby it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer, and\nthe Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller as to the\nname of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and each such\nnotice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report on assessment\nof compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee, the Certificate\nAdministrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special\nServicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, will also at such time include the assessment\n(and related attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by it.\n\nIn the event the Master Servicer,\nthe Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns pursuant\nto the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by\nit to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged\nby the Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under any applicable servicing\nagreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other Additional Servicer that\nresigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide) an annual assessment of\ncompliance pursuant to this Section 11.10, coupled with an attestation as required in Section 11.11 with respect\nto the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate\nAdministrator was subject to this Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.\n\n(d)              \nThe Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination\nEvent, Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous calendar year, and upon such\nrequest the Certificate Administrator shall deliver such confirmation to the Operating Advisor within ten (10) days of such request.\n\n(e)              \nAny certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant\nto this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent\nsuch item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion\nLoan) in the same time frame as set forth in this Section 11.10.\n\nSection 11.11   \nAnnual Independent Public Accountants’ Attestation Report.\nOn or before March 1st of each year, commencing in March 2027, the Master Servicer, the Special Servicer, the Trustee (provided,\nhowever, that neither the Trustee nor any Servicing Function Participant appointed by it to act as Advancing Agent pursuant to\nSection 8.12 shall be required to deliver an assessment of compliance with respect to any period during which there was no\nRelevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate\n\n-424-\n\nAdministrator, each at its own expense, shall\ncause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer,\nTrustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to\ncause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with which\nit has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to cause) a\nregistered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee, the\nCertificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be)\nand that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator\n(who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and the\nDepositor, the 17g-5 Information Provider and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing\nCertificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report to the 17g-5\nInformation Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from\nthe management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing\nCriteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation\nengagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance\nwith the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion\ncannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each\nsuch related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X\nunder the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language.\nWith respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report\nfrom the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement\nwill be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible\nFormat, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.\n\nPromptly after receipt of\nsuch report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian\nor any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer,\nthe Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to the nature of any defaults\nby the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator or any\nServicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case\nmay be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s,\nthe Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or\nunder the applicable sub-servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that\neach accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of compliance\nmeeting the requirements of Section 11.10 and notify the Depositor of any exceptions. The Master Servicer, the Special Servicer,\nthe Trustee, the Certificate Administrator, the Operating Advisor, the Custodian and any Additional Servicer shall not be\n\n-425-\n\nrequired to deliver, or shall not be required\nto cause the delivery of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor\nthat a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.\n\nAny notice, report, assessment\nof compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11\nshall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates\nto a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in\nthe same time frame as set forth in this ‎Section 11.11.\n\nSection 11.12   \nIndemnification. The Master Servicer, the Special Servicer,\nthe Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify\nand hold harmless each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and\nexpenses and related costs, judgments and other costs and expenses (for the avoidance of doubt, including reasonable attorneys’\nfees and expenses and expenses relating to the enforcement of such indemnity) incurred by such Certification Party arising out of (i) an\nactual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the\nCustodian or the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence,\nbad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer,\nthe Operating Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of\nany Deficient Exchange Act Deliverable by, or on behalf of, such party.\n\nThe Master Servicer, the\nSpecial Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer\nengaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or\nAdditional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer\nand each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage\nLoans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against any and all claims, losses,\ndamages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses (for\nthe avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity)\nincurred by such Certification Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements\nor annual assessment of compliance with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or\nprimary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations,\n(c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant\nto Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.\n\nIn addition, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the\nTrustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the\napplicable Sub-Servicing Agreement) with the Depositor and each Other\n\n-426-\n\nDepositor as necessary for the Depositor or\nsuch Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances of\nnon-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the\nExchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).\n\nIn connection with comments\nprovided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master\nServicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,\nthe Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),\n(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting\nfirm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained in\na report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to\nthe Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide\nto such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall\nbe responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s or any Other\nDepositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor\nor any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with\nthe Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided, however,\nthat if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master\nServicer shall receive copies of all material communications pursuant to this Section 11.12. If such election is made, the\napplicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission\nor its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the\nDepositor or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor\non all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate\n(at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its\nstaff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such\nAffected Reporting Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect to\nany comments from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such\nauthorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another\nwith respect to any requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective\nreasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees\nand expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other than\nthose costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments\nto any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party\nupon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. The Master Servicer, the Special Servicer,\nthe Operating\n\n-427-\n\nAdvisor, the Custodian, the Certificate Administrator\nand the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or\nAdditional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer\nand each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage\nLoans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.\n\nIf the indemnification provided\nfor herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the\nTrustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”) shall contribute to\nthe amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification Party\nin such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing Party\non the other in connection with a breach of the Performing Party’s obligations pursuant to Section 11.06, Section 11.09\n(if applicable), Section 11.10 or Section 11.11 (or breach of its obligations under the applicable sub-servicing\nor primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation\nreports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the\nSpecial Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer\nengaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or\nAdditional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer\nor Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage\nLoans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12\nshall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the\nTrustee, the Operating Advisor, the Custodian or the Certificate Administrator.\n\nSection 11.13   \nAmendments. This Article XI may be amended with\nthe written consent of the parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB and/or\nto conform to standards developed within the CMBS market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s\nCertificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities,\na confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its\nthen-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating\nAgency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent\nof any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates\nrequired to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without\nRating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation\nof the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current\nratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.25).\n\n-428-\n\nFor the avoidance of doubt, any amendment to\nthis Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).\n\nSection 11.14   \nRegulation AB Notices. Any notice, report or certificate\nrequired to be delivered by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset\nRepresentations Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may\nbe delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section 13.05,\nto *!nacctsecnotifications@computershare.com* and *Form10K.compliance@cwt.com*.\n\nSection 11.15   \nCertain Matters Relating to the Future Securitization of the Serviced\nPari Passu Companion Loans. (a)  Each of the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer\nappointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a\npermitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage\nLoan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply\nwith Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to\ncomply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such\nMortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5),\n(c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other\ninformation as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate\nAdministrator, the Master Servicer and the Special Servicer understands that such information may be included in the offering material\nrelated to a Regulation AB Companion Loan Securitization and agrees to (b) negotiate in good faith an agreement (subject to\nthe final sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the\nrelated commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses (for the avoidance of doubt,\nincluding reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) incurred by the depositor\nor such underwriters as a result of any material misstatements or omissions or alleged material misstatements or omissions in any such\noffering material to the extent that such material misstatement or omission was made in reliance upon any such information provided by\nthe Trustee (where such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties\nor obligations under this Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator\nindividually and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the\nMaster Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s\nduties or obligations under this Agreement) or the Special Servicer (where such information pertains to the Special Servicer individually\nand not to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,\nunderwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii) deliver\nsuch securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid\nby the related Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect to\nthe\n\n-429-\n\noffering material for this securitization by\nthe Master Servicer, the Special Servicer, Trustee or Certificate Administrator, as the case may be, or their respective counsel, in connection\nwith the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding\nthe foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the Master Servicer or the Special\nServicer, as the case may be, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization\nis substantially and materially similar to the information provided by such party with respect to the offering materials related to this\ntransaction, subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB\nor changes in factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification\nagreement executed by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer in connection with the Regulation AB\nCompanion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection with this\nAgreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI\nthat the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any\nevent, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement\nto cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such\nparty in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.\n\n(b)              \nEach of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer\nand the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed thereby with\nrespect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of\nthe related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and\nServicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as\nreflected on Exhibit S), cooperate with the depositor, trustee, certificate administrator, master servicer and special servicer\nfor any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE, Form 8-K\nand Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year\nin which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension\nNotification with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator and master servicer\nwithin the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time\nperiods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized\nCompanion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation AB\nCompanion Loan Securitization to timely comply with the reporting requirements of Regulation AB and the Exchange Act; provided,\nhowever, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate\nAdministrator, the Master Servicer and the Special Servicer (and the Master Servicer shall consult with any sub-servicer appointed\nby it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, the Master Servicer and the Special\nServicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D and Form ABS-EE\nreports in the documentation for\n\n-430-\n\nsuch Regulation AB Companion Loan Securitization.\nNotwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,\nas the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in\nArticle XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting\nand attestation requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan\nSecuritization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).\n\n(c)              \nEach of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall, and the\napplicable Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant\nappointed thereby with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice\nof the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related\nOther Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the\nClosing Date, as reflected on Exhibit S), provide the depositor, trustee or certificate administrator, as applicable, under\na Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator,\nas applicable, for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to\nthe related trust) information with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced\nSecuritized Companion Loan within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding\nthe foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may\nbe, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI\nof this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements\ncontemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall\nbe deemed to be in compliance with the provisions of this Section 11.15(c).\n\n(d)              \nOn or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual\nreport on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required\nto file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),\neach of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the\nSpecial Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced\nSecuritized Companion Loan to (provided that (a) such party has received notice of the occurrence of the related Regulation AB\nCompanion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the\napplicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S),\nprovide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable, under such Regulation AB\nCompanion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment\nof compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered\naccounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria to the\nextent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant\nto Item 1122(c) of Regulation AB.\n\n-431-\n\nNotwithstanding the foregoing, to the extent\nthe Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation\nrequirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect\nto the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such\nRegulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).\n\n(e)              \nOn or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual\nreport on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required\nto file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),\neach of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the\nSpecial Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced\nSecuritized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself,\nto the depositor, trustee or certificate administrator under such Regulation AB Companion Loan Securitization (provided that\n(a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such\nparty is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan\nSecuritization closed prior to the Closing Date, as reflected on Exhibit S), under such Regulation AB Companion Loan\nSecuritization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123\nof Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or\nthe Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed\non such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,\nreporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion\nLoan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).\n\n(f)               \nEach of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable\nefforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such\nparties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),\ntrustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs,\nliabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator or master\nservicer as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to the extent applicable\nset forth under Sections 11.15(b), (c), (d) or (e) above.\n\nAny subservicing agreement\nrelated to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the Master\nServicer or the Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and such Serviced\nSecuritized Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer\nor the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required to provide\nsuch\n\n-432-\n\ninformation, reports or certificates to any\nPerson in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer\nor the Special Servicer, as the case may be, no later than two Business Days prior to the date on which the Master Servicer or the Special\nServicer, as the case may be, is required to deliver its comparable information, reports, statements or certificates pursuant to this\nSection 11.15.\n\n(g)              \nWith respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has\nnotified the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)\nof Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other Securitization that includes\nsuch Serviced Companion Loan, to the extent that the Master Servicer or the Special Servicer is in receipt of the updated financial statements\nof such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from\nthe Mortgagor, beginning with the first calendar quarter in which such notice from the Other Depositor was received, or the updated financial\nstatements of such “significant obligor” for any calendar year, beginning for the calendar year in which such notice from\nthe Other Depositor was received, as applicable, the Master Servicer the Special Servicer shall deliver to the Other Depositor, on or\nprior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7)\nBusiness Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement\nreceipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17)\nor more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of\nsuch “significant obligor”, together with the net operating income of such “significant obligor” for the applicable\nperiod as calculated by the Master Servicer (or by the Special Servicer and provided to the Master Servicer solely in the case of any\nrelated Specially Serviced Loan or the Special Servicer with respect to any Serviced REO Property and provided by the Special Servicer\nto the Master Servicer) in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less\nthan twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business\nDays prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant\nobligor”, together with the net operating income of such “significant obligor” for the applicable period as reported\nby the related Mortgagor in such financial statements (or as reported by the related Mortgagor to the Special Servicer and provided by\nthe Special Servicer to the Master Servicer solely in the case of any related Specially Serviced Loan or as reported by the Special Servicer\nwith respect to Serviced REO Property and provided by the Special Servicer to the Master Servicer).\n\nIf the Master Servicer or\nthe Special Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)\nof Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such\nfinancial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer or the Special Servicer\nshall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan\n(and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that\nsuch Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor)\nthat it has not received such financial information. The Master Servicer (in the case of Non-Specially Serviced Loans) or the Special\n\n-433-\n\nServicer (in the case of Specially Serviced\nLoans) shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of\nsuch Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Mortgagor\nunder the related Mortgage Loan documents.\n\nThe Master Servicer (with\nrespect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall (and shall cause\neach applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari\nPassu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in\nwhich it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant obligor” (identified\nto it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information and\nis unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,\nis required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts\nto obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization; provided,\nhowever, the Special Servicer shall provide such Officer’s Certificate to the Master Servicer and the Master Servicer shall\nforward such Officer’s Certificate to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization.\nThis Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the\nrelated Other Pooling and Servicing Agreement.\n\n(h)              \nIf any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,\nthen the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain\nin full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.\n\nSection 11.16   \nCertain Matters Regarding Significant Obligors. As of the\nClosing Date, with respect to the Trust, there is no “significant obligor” within the meaning of Item 1101(k) of Regulation AB\n(“Significant Obligor”).\n\nSection 11.17   \nImpact of Cure Period. For the avoidance of doubt, no Master\nServicer or Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof\nprior to the expiration of the grace period applicable to such party’s obligations under this Article XI as provided\nfor in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any grace\nperiod provided for in this Article XI; provided that if any such party fails to comply with the delivery requirements\nof this Article XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event.\nNo Master Servicer or Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition\nthereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI as\nprovided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing\nto deliver any item required under this Article XI by the time required hereunder with respect to any reporting period for\nwhich the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.\n\n-434-\n\n[End of Article XI]\n\nARTICLE\nXII\n\nTHE ASSET REPRESENTATIONS REVIEWER\n\nSection 12.01   \nAsset Review. (a)  On or prior to each Distribution\nDate, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File\ndelivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger\nhas occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to\nall Certificateholders and each other party to this Agreement. Any notice required to be delivered to the Certificateholders pursuant\nto this Article XII shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s\nWebsite, by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive\nCertificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. If applicable, the Certificate\nAdministrator shall include in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the\nfollowing statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the\nfollowing Mortgage Loans identified below are sixty (60) or more days delinquent and an Asset Review Trigger as defined in the Pooling\nand Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders, the\nCertificate Administrator, based on information provided to it by the Master Servicer or the Special Servicer, as the case may be, shall\ndetermine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent\nLoan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances\nidentified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email)\nin the form of Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor\nand the Asset Representations Reviewer.\n\nIf Certificateholders evidencing\nnot less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of\nthe Form 10-D reporting the occurrence of an Asset Review Trigger (or, if the Trust’s obligation to file reports on Form\n10-D has been suspended, within 90 days after the date of the posting of the notice of an Asset Review Trigger on the Certificate Administrator’s\nWebsite), a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then\nthe Certificate Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations\nReviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative\nvote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast\nvotes and (ii) a majority of an Asset Review Quorum within one hundred-fifty (150) days of receipt of the Asset Review Vote Election\n(an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to\nall parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder, the Risk Retention Consultation\nParty and the other Certificateholders (the\n\n-435-\n\n“Asset Review Notice”).\nUpon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the\nCertificate Administrator with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent\nvia email to *trustadministrationgroup@computershare.com* or submitted electronically via the Certificate Administrator’s Website).\nUpon receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business Days after such\nreceipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not\noccurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote\nor cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and\nuntil (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new\nAsset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator\nhas timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B)\nin this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described\nin clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote,\nno Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any\nreasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be\npaid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in\nconnection with the foregoing through an agent.\n\n(b)              \n(i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below), the Master\nServicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans for which it acts as Master\nServicer) and the Special Servicer (with respect to clauses (6) and (7) below for Specially Serviced Loans), in each\ncase to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days, provide the following\nmaterials in electronic format to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data\nRoom by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related Mortgage\nLoan Purchase Agreement and a copy of this Agreement, the “Review Materials”):\n\n(1)              \na copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that\nis subject to an Asset Review;\n\n(2)              \na copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of\nthe Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;\n\n(3)              \na copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not\nalready covered pursuant to items (1) or (2) above;\n\n-436-\n\n(4)              \ncopies of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each\nDelinquent Loan that is subject to an Asset Review;\n\n(5)              \na copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related\nto each Delinquent Loan that is subject to an Asset Review;\n\n(6)              \na copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged defect or breach\nwith respect to any Delinquent Loan; and\n\n(7)              \na copy of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage\nLoan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that\nare requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.\n\n(ii)                              In\naddition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is missing\nany document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection with its\ncompletion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days\nafter receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer\n(with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that the Master Servicer or the Special\nServicer, as the case may be, promptly, but in no event later than ten (10) Business Days after receipt of notification from the Asset\nRepresentations Reviewer, deliver to the Asset Representations Reviewer such missing document(s) to the extent in its possession; provided\nthat any such notification and/or request shall be in writing, specifically identifying the documents being requested and sent to\nthe notice address for the related party set forth in Section 13.05 of this Agreement. In the event any missing documents\nare not provided by the Master Servicer or the Special Servicer, as the case may be, within such ten (10) Business Day period, the Asset\nRepresentations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller\nshall be required under the related Mortgage Loan Purchase Agreement to deliver such missing document only to the extent such document\nis in the possession of such party but in any event excluding any documents that contain information that is proprietary to the related\noriginator or Mortgage Loan Seller or any draft documents or privileged or internal communications (and, if such documents are not in\nits possession, solely with respect to any Mortgage Loan sold by such Mortgage Loan Seller that is a Non-Serviced Mortgage Loan,\nthe Mortgage Loan Seller shall make a request under the applicable Non-Serviced PSA for any such documents that are not in its possession).\nIn the event any missing documents with respect to a Non-Serviced Mortgage Loan are not provided by the Mortgage Loan Seller, the\nAsset Representations Reviewer shall request such documents from the parties to the related\n\n-437-\n\nNon-Serviced PSA, to the extent that\nthe Asset Representations Reviewer is entitled to request such documents under such Non-Serviced PSA.\n\n(iii)                           The\nAsset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person that\nis not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently\nverified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations\nReviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01\n(any such information, “Unsolicited Information”).\n\n(iv)                          Upon\nreceipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent\nLoan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent\nLoan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”). The\nAsset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage\nLoan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ (each such procedure,\na “Test”); provided, however, the Asset Representations Reviewer may, but is under no obligation to,\nmodify any Test and/or associated Review Materials described in Exhibit PP if, and only to the extent, the Asset Representations\nReviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials\nin order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed,\nno further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan\nmay continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative\nAsset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.\n\n(v)                             No\nCertificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not be required\nto review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.\n\n(vi)                          The\nAsset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent\ninvestigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively\nrely on such Review Materials.\n\n(vii)                       The\nAsset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days\nafter the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph. In the event that\nthe Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation\nis not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced Loans), the\nSpecial Servicer (with respect to Specially Serviced Loans) to the\n\n-438-\n\nextent in the possession of the Master\nServicer or Special Servicer, as applicable, or from the related Mortgage Loan Seller within ten (10) Business Days following the request\nby the Asset Representations Reviewer to the Master Servicer, the Special Servicer or the related Mortgage Loan Seller, as the case may\nbe, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such preliminary\nreport setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary\nto complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents will be deemed to be\na failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect\nto Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan\nSeller. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related\nMortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure.\nAny documents or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty has not failed\na Test or that any missing information or documents in the Review Materials are not required to complete a Test shall be sent by such\nMortgage Loan Seller to the Asset Representations Reviewer. For the avoidance of doubt, the Asset Representations Reviewer shall not be\nrequired to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is no Test failure with\nrespect to the related Mortgage Loan.\n\n(viii)                    The\nAsset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided to the\nAsset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the Cure/Contest\nPeriod (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting forth\nthe Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a\nfailure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s findings and conclusions\nset forth in such report were not influenced by any third party (an “Asset Review Report”) to each party to this Agreement,\nthe related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder and (ii) a summary of the Asset\nRepresentations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”)\nto the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator. The period of time by which the Asset Review\nReport must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties to\nthis Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review\nStandard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged\nProperties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether\nthe Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility\nof the applicable Enforcing Servicer pursuant to Section 12.01(b)(x) of this Agreement.\n\n-439-\n\n(ix)                            In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the\nMaster Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or\nthe related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver\nan Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation received\nby the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have\nno responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.\n\n(x)                               Within\nthirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine whether\nat that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing Servicer\ndetermines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the applicable Mortgage Loan Seller\nwith respect to such Material Defect in accordance with Section 2.03(b).\n\n(c)              \nThe Asset Representations Reviewer and its affiliates shall keep confidential information labeled as Privileged Information received\nfrom any party to this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and\nnot disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly required\nby this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating that such information\nis Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged\nInformation from the Asset Representations Reviewer with a notice stating that such information is Privileged Information shall not disclose\nsuch Privileged Information to any Person without the prior written consent of the Special Servicer other than pursuant to a Privileged\nInformation Exception.\n\n(d)              \nThe Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements\nwith such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent\nor subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor, the\nCertificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid\nany fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the Certificate\nAdministrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or\nother services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations\nReviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this\nAgreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements\nor by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and\nconditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations\nReviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset\n\n-440-\n\nRepresentations Reviewer by such agent or subcontractor,\nand nothing contained in this Agreement shall be deemed to limit or modify such indemnification.\n\nSection 12.02   \nPayment of Asset Representations Reviewer Fees and Expenses; Limitation\nof Liability. (a)  The Depositor shall pay the Asset Representations Reviewer a fee of $5,000 (the “Asset\nRepresentations Reviewer Upfront Fee”) on the Closing Date. As compensation for the performance of its routine duties, the Asset\nRepresentations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts\nreceived in respect of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00030% *per annum* (the “Asset\nRepresentations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any\nNon-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such\nMortgage Loans.\n\n(b)              \nAs compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage\nLoan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loan”),\nupon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer shall be\npaid a fee equal to (i) $15,000 multiplied by the number of Subject Loans with an unpaid principal balance less than $20,000,000, (ii)\n$20,000 multiplied by the number of Subject Loans with an unpaid principal balance equal to or greater than $20,000,000 but less than\n$40,000,000, (iii) $25,000 multiplied by the number of Subject Loans with an unpaid principal balance equal to or greater than $40,000,000,\nplus (iv) $1,000 per Mortgaged Property for each Subject Loan (any such fee, the “Asset Representations Reviewer Asset Review\nFee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan (or, in the case of a Joint\nMortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid by the related Mortgage Loan Seller; provided,\nhowever, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written invoice\ntherefor by the Asset Representations Reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer\nof a certification to the Master Servicer that the requirements for payment set forth in this Section 12.02(b) have been met.\nThe Asset Representations Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise\nmet the requirements for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure\nto pay such amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery\nby the Asset Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the\naddress listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller\nfor delivery of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such invoice by registered\nmail or overnight courier and reasonable follow -up by telephone or e-mail. Notwithstanding any payment of such fee by the Trust\nto the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer\nshall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.\n\n(c)              \nNotwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included\nin the Purchase Price for any\n\n-441-\n\nMortgage Loan that was the subject of a completed\nAsset Review that is repurchased or substituted by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used\nto reimburse the Asset Representations Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).\n\n(d)              \nThe Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed\nby this Agreement.\n\nSection 12.03   \nResignation of the Asset Representations Reviewer. The Asset\nRepresentations Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties\nto this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations\nreviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed\nand have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations\nReviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an\nEligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each party\nhereto and each Rating Agency in connection with its resignation.\n\nSection 12.04   \nRestrictions of the Asset Representations Reviewer. Neither\nthe Asset Representations Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided,\nhowever, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate\nof the Asset Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations\nReviewer and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset\nRepresentations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent\nsuch Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its\npersonnel from gaining access to such Affiliate’s information regarding its investment activities.\n\nSection 12.05   \nTermination of the Asset Representations Reviewer. (a)  An\n“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be voluntary\nor involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation\nof any administrative or governmental body:\n\n(i)                                 any\nfailure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements or the\nmaterial breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied for a period\nof thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given\nto the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates\nevidencing greater than 25% of the Voting Rights, provided that any such failure that is not curable within such thirty (30) day\nperiod, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days to\n\n-442-\n\neffect such cure so long as it has commenced\nto cure such failure within the initial thirty (30) day period and has provided the Trustee and the Certificate Administrator with an\nofficer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;\n\n(ii)                              any\nfailure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard in any\nmaterial respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice of such failure,\nrequiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;\n\n(iii)                           any\nfailure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied\nfor a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to\nthe Asset Representations Reviewer by any party to this Agreement;\n\n(iv)                          a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under\nany present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator\nin any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation\nof its affairs, shall have been entered against the Asset Representations Reviewer, and such decree or order shall have remained in force\nundischarged or unstayed for a period of sixty (60) days;\n\n(v)                             the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee\nin any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating\nto the Asset Representations Reviewer or of or relating to all or substantially all of its property; or\n\n(vi)                          the\nAsset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition to\ntake advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily\nsuspend payment of its obligations.\n\nUpon receipt by the Certificate\nAdministrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator\nshall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations\nReviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator\nhas received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations\nReviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination\nEvent shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates\nevidencing at least 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts), shall,\nterminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations\naccrued prior to such termination\n\n-443-\n\n(including the right to receive all amounts\naccrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination),\nby notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs\nand expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer\nTermination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right,\nbut not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event\nof which it becomes aware.\n\n(b)              \nUpon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard\nto the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations\nReviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment\nby such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in\nconnection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations\nReviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing such notice to all\nCertificateholders at their addresses appearing in the Certificate Register and to the Asset Representations Reviewer. Upon the written\ndirection of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative\nAppraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under\nthis Agreement (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification\nrights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint\nthe proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the\nCertificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset\nRepresentations Reviewer. In the event that Holders of the Certificates evidencing at least 75% of the Voting Rights (without regard to\nthe application of any Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint\na successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities\nfrom its predecessor.\n\n(c)              \nOn or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,\nall of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations\nReviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary\nor appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty (30) days\nafter (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee\ndelivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations\nreviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an Asset Representations\nReviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing Certificateholder\nand each Certificateholder within one Business Day of such appointment.\n\n-444-\n\nThe Asset Representations\nReviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible\nAsset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the Special Servicer,\nthe Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such disqualification and immediately\nresign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject\nto and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor\nasset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall be\npermitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset representations\nreviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer\nand such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations\nhereunder.\n\n(d)              \nUpon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,\nthe Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator\n(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan Sellers,\nthe Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder.\nIn the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under this Agreement shall terminate,\nother than any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued\nand owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination).\n\n[End of Article XII]\n\nARTICLE\nXIII\n\nMISCELLANEOUS PROVISIONS\n\nSection 13.01   \nAmendment. (a)  This Agreement may be amended\nfrom time to time by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:\n\n(i)                                to\ncorrect any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;\n\n(ii)                              to\ncause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or\nin an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement or\nto correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to correct\nany error;\n\n-445-\n\n(iii)                           to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided\nthat (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date\nand (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including for the\navoidance of doubt, any Holder of the VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting\nsuch amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)                          to\nmodify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC\nas a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk\nof imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received\nan Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary\nor desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action\nwill not adversely affect in any material respect the interests of any Certificateholder (including for the avoidance of doubt, any Holder\nof the VRR Interest) or Companion Holder;\n\n(v)                             to\nmodify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the\nClass R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,\ncause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by\na Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;\n\n(vi)                          to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided\nthat the required action shall not adversely affect in any material respect the interests of any Certificateholder (including for the\navoidance of doubt, any Holder of the VRR Interest) or any holder of a Serviced Companion Loan not consenting to such revision or addition,\nas evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency\nConfirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies\nthat such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion\nLoan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating\nAgency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);\n\n(vii)                       to\namend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates\nby each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable\nrating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any\nServiced Companion Loan Securities, if any (provided that such rating agency confirmation may be\n\n-446-\n\nconsidered satisfied in the same manner\nas any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);\nprovided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder\n(including for the avoidance of doubt, any Holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by\nan Opinion of Counsel;\n\n(viii)                    to\nmodify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed\nReimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event\nhas not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan with respect to the Directing\nCertificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder, determine that the CMBS industry\nstandard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely\naffect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and\n(c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,\nthe applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification\nof its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner\nas any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);\n\n(ix)                            to\nmodify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such\namendment shall not adversely affect in any material respects the interests of any Certificateholders (including for the avoidance of\ndoubt, any Holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated,\nreceipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the\nCertificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5\nInformation Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice\nto the Certificate Administrator’s Website;\n\n(x)                               to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use\nof Form SF-3 in registered offerings to the extent provided in 17 C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or\n\n(xi)                            to\nmodify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to the risk\nretention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment\nor to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the\nRetaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.\n\nNotwithstanding the foregoing, no such amendment\n(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage\n\n-447-\n\nLoan Seller under any Mortgage Loan Purchase\nAgreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of\nsuch Mortgage Loan Seller, or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s\nconsent.\n\n(b)              \nThis Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each\nClass affected by such amendment (including, for the avoidance of doubt, any Holder of the VRR Interest to the extent any such amendment\nwould adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of the aggregate Percentage\nInterests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions\nof this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,\nthat no such amendment shall:\n\n(i)                                reduce\nin any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to be distributed\non a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion\nHolder without the consent of such Companion Holder; or\n\n(ii)                             reduce\nthe aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the\nrequirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such\nClass then-outstanding or such Companion Holders, as applicable; or\n\n(iii)                          adversely\naffect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;\nor\n\n(iv)                          change\nin any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller\nunder such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third-party beneficiary\nhereunder, without the consent of such Mortgage Loan Seller; or\n\n(v)                            amend\nthe Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating\nAgency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification\nof its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation\nmay be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion\nHolder(s) for each Serviced AB Whole Loan.\n\n(c)              \nNotwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate\nAdministrator, the Depositor, the Master\n\n-448-\n\nServicer or the Special Servicer shall consent\nto any amendment hereto without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment\nis permitted hereunder and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the\nDepositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified\nperson in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,\nor cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to this Agreement\nmay be made that changes any provision specifically required to be included in this Agreement by any Designated Intercreditor Agreement\nrelated to a Companion Loan without in each case the consent of the holder of the related Companion Loan(s).\n\n(d)              \nNo later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same\nto the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy\nof the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),\nas applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment together\nwith a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder, the Depositor, each\nOther Depositor, each Other Certificate Administrator, the Master Servicer, the Special Servicer, the Mortgage Loan Sellers, the Underwriters\nand the Rating Agencies.\n\n(e)              \nIt shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular\nform of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining\nsuch consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations\nas the Certificate Administrator may prescribe.\n\n(f)               \nThe Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01\nthat affects its rights, duties and immunities under this Agreement or otherwise.\n\n(g)              \nThe cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and\nthe cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master\nServicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests\nof Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or\nSection 13.01(c) shall be payable out of the Collection Account.\n\n(h)              \nThe Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to\nany class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation\nmay be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25).\n\n-449-\n\n(i)                \nTo the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the\nAsset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection\nwith executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into\nsuch amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.\n\n(j)                \nNotwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,\nCertificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with\nrespect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor nor any\nof its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.\n\n(k)              \nThis Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and\nadversely affect the rights of such Companion Holder hereunder.\n\n(l)                \nIn addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage\nLoan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or, if the Master\nServicer or the Special Servicer is requesting such amendment in connection with the fulfillment of its duties under this Agreement, at\nthe expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased\nNote for purposes of the servicing and administration of such Repurchased Note provided that the amendment shall not adversely affect\nin any material respect the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation from each Rating Agency\n(obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to such amendment (or, if no such Rating Agency Confirmation\nis actually received, by an Opinion of Counsel to such effect). Prior to the effectiveness of such amendment, if one but not all of the\nMortgage Notes with respect to a Joint Mortgage Loan is repurchased, the terms of Section 3.30 shall govern the servicing\nand administration of such Joint Mortgage Loan.\n\nSection 13.02   \nRecordation of Agreement; Counterparts. (a)  To\nthe extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records\nin all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and\nin any other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the\nexpense of the Depositor on direction by the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld),\nbut only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such\nrecordation materially and beneficially affects the interests of the Certificateholders.\n\n(b)              \nFor the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may\nbe executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts\nshall constitute but one and the same instrument. This Agreement shall be valid,\n\n-450-\n\nbinding and enforceable against a party when\nexecuted and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a\nfaxed, scanned or photocopied manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures\nin Global and National Commerce Act, state enactments of the Uniform Electronic Transaction Act, and/or any other relevant electronic\nsignatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in\neach case, to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all\npurposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall\nbe entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature,\nor other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity\nthereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under\nthe Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.\n\n(c)              \nThe Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the\nfact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.\n\nSection 13.03   \nLimitation on Rights of Certificateholders. (a)  The\ndeath or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s\nlegal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of\nthe Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.\n\n(b)              \nNo Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control\nthe operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained\nin the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of\nan association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties\nto this Agreement pursuant to any provision hereof.\n\n(c)              \nNo Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding\nin equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect to\nthe Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder\npreviously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance thereof,\nas herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless also (except\nin the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of the related Percentage\nInterests in such Class shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name\nas Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require against the\ncosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt of such notice,\nrequest and offer of such indemnity, shall have\n\n-451-\n\nneglected or refused to institute any such\naction, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or\nto institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Holders\nof Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and\nliabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted by each Certificateholder\nwith every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever\nby virtue of any provision of this Agreement, the Certificates to affect, disturb or prejudice the rights of any other Holders of such\nCertificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not\notherwise provided for herein, or to enforce any right under this Agreement, the Certificates, except in the manner herein or therein\nprovided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions\nof this Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can be given\neither at law or in equity.\n\nSection 13.04   \nGoverning Law; Submission to Jurisdiction; Waiver of Jury Trial.\nTHIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS\nAGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND\nCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.\nTHE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.\n\n**EACH OF THE PARTIES HERETO\nIRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED\nSTATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES,\nTO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES\nTHAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION\nBY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY\nTHEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.**\n\n**THE PARTIES HERETO HEREBY\nWAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,\nTORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.**\n\n-452-\n\nSection 13.05   \nNotices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise\nexpressly provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile notice, when received):\n\nIn the case of the Depositor:\n\nWells Fargo Commercial Mortgage Securities, Inc.\n\nc/o Wells Fargo Securities, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York 10001\n\nAttention: A.J. Sfarra\n\n*cmbsnotices@wellsfargo.com*\n\nwith a copy to:\n\nBryan Riddle, Esq.\n\nSenior Counsel, Wells Fargo Legal Department\n\n401 S Tryon Street, MAC D1050-266\n\n26th Floor\n\nCharlotte, North Carolina 28202-1911\n\nIn the case of the Master Servicer:\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: *commercial.servicing@trimont.com*\n\nwith a copy to:\n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: *Legaldepartment@trimont.com*\n\nwith a copy to:\n\n-453-\n\nK&L Gates LLP\n\n300 South Tryon Street, Suite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nFacsimile Number: (704) 353-3190\n\nEmail: *stacy.ackermann@klgates.com*\n\nand with respect to any notice relating\nto Rating Agency request:\n\n*rarequests@trimont.com*\n\nand with respect to any notice relating\nto Investor requests:\n\n*ream.investorrelations@trimont.com*\n\nand with respect to delivery of the CREFC®\nSchedule AL File:\n\n*investorreporting@trimont.com*\n\nIn the case of the Special Servicer:\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Boulevard, Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller\n\nEmail: liat.heller@rialtocapital.com\n\nwith a copy to:\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Boulevard, Suite 3550\n\nMiami, Florida 33131\n\nAttention: Jeff Krasnoff\n\nEmail: jeff.krasnoff@rialtocapital.com\n\nwith a copy to:\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Boulevard, Suite 3550\n\nMiami, Florida 33131\n\nAttention: Niral Shah\n\nEmail: niral.shah@rialtocapital.com\n\nwith a copy to:\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Boulevard, Suite 3550\n\nMiami, Florida 33131\n\nAttention: Adam Singer\n\nEmail: adam.singer@rialtocapital.com\n\n-454-\n\nIn the case of the Directing Certificateholder:\n\nRREF V – D AIV RR L, LLC\n\nc/o Rialto Capital Management LLC\n\n767 Fifth Avenue, Suite 21A\n\nNew York, New York 10153\n\nAttention: Josh Cromer\n\nEmail: josh.cromer@rialtocapital.com\n\nwith a copy to:\n\nRREF V – D AIV RR L, LLC\n\nc/o Rialto Capital Management LLC\n\n767 Fifth Avenue, Suite 21A\n\nNew York, New York 10153\n\nAttention: Joseph Bachkosky\n\nEmail: joseph.bachkosky@rialtocapital.com\n\nIn the case of the Certificate Administrator:\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nwith a copy to:\n\n*CCTCMBSBondAdmin@computershare.com\ntrustadministrationgroup@computershare.com*\n\nIn the case of the Custodian:\n\nComputershare Trust Company, National Association\n\n1055 10th Avenue SE\n\nMinneapolis, Minnesota 55414\n\nAttention: Document Custody Group – WFCM 2026-5C9\n\nwith a copy to *cmbscustody@computershare.com*\n\nIn the case of a surrender, transfer\nor exchange of a Certificate other than a Risk\n\nRetention Certificate:\n\nComputershare Trust Company, National Association\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\n-455-\n\nIn the case of the Trustee:\n\n \n\nDeutsche Bank National Trust Company\n\n1761 East St. Andrew Place\n\nSanta Ana, California 92705\n\nAttention: Trust Administration—WFCM\n2026-5C9\n\nE-mail: cmbsadmin@list.db.com\n\nIn the case of the Operating Advisor\nand the Asset Representations Reviewer:\n\nPentalpha Surveillance LLC\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction Manager\n\nWith a copy sent via email to: *notices@pentalphasurveillance.com* (with\n\nWFCM 2026-5C9 in the subject line)\n\nIn the case of the Mortgage Loan Sellers:\n\n1.Wells Fargo Bank, National Association\n\n301 South College Street\n\nCharlotte, North Carolina 28202\n\nAttention: Wells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nwith a copy to:\n\nBryan Riddle, Esq.\n\nSenior Counsel, Wells Fargo Legal Department\n\n401 S Tryon Street, MAC D1050-266\n\n26th Floor\n\nCharlotte, North Carolina 28202-1911\n\nand a copy to:\n\nBrigid Mattingly\n\nWells Fargo Bank, National Association\n\n500 West 33rd Street\n\nNew York, New York 10001\n\nEmail: *cmbsnotices@wellsfargo.com*\n\n-456-\n\n2.JPMorgan Chase Bank, National Association\n\n270 Park Avenue, 4th Floor\n\nNew York, New York 10017\n\nAttention: Kunal K. Singh\n\nE-mail: US_CMBS_Notice@jpmorgan.com\n\nwith a copy to:\n\nJPMorgan Chase Bank, National Association\n\n270 Park Avenue, 4th Floor\n\nNew York, New York 10017\n\nAttention: SPG Legal\n\nEmail: US_CMBS_Notice@jpmorgan.com\n\n3.Barclays Capital Real Estate Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nEmail: RRcmbs@barclays.com\n\nwith a copy to:\n\nBarclays Capital Real Estate Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nAttention: Legal Department\n\nEmail: SPLegalNotices@barclays.com\n\n4.LMF Commercial, LLC\n\n590 Madison Avenue, 9th Floor\n\nNew York, New York 10022\n\nAttention: Kenneth M. Gorsuch, Managing Director\n\nEmail: Ken.Gorsuch@lmfcommercial.com\n\nand, with respect to certifications pursuant to Section 2.03 of this\n\nAgreement, with a copy to:\n\nMcCoy & Orta\n\n100 N. Broadway, 26th Floor\n\nOklahoma City, Oklahoma 73102\n\nAttention: Vanessa Orta\n\nwith a copy by email to: vorta@mccoy-orta.com\n\nand with a copy to:\n\nMarcia Moore-Allen\n\nEmail: mmoore-allen@mccoy-orta.com\n\n-457-\n\n5.Argentic Real Estate Finance 2 LLC\n\n31 West 27th Street, 12th Floor\n\nNew York, New York 10001\n\nAttention: Michael Schulte\n\n6.RREF V - D Direct Lending Investments, LLC\n\nc/o Rialto Capital Management LLC\n\n767 Fifth Avenue, Suite 21A\n\nNew York, New York 10153\n\nAttention: Josh Cromer\n\nEmail: josh.cromer@rialtocapital.com\n\nwith a copy to:\n\nRREF V - D Direct Lending Investments, LLC\n\nc/o Rialto Capital Management LLC\n\n767 Fifth Avenue, Suite 21A\n\nNew York, New York 10153\n\nAttention: Joseph Bachkosky\n\nEmail: joseph.bachkosky@rialtocapital.com\n\n8.Societe Generale Financial Corporation\n\n245 Park Avenue, 11th Floor\n\nNew York, New York 10167\n\nAttention: Jim Barnard\n\nE-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com\n\n9.Goldman Sachs Mortgage Company\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nEmail: scott.epperson@gs.com and gs-refgsecuritization@gs.com\n\nwith a copy to:\n\nStructured Finance Legal (REFG)\n\ngs-refglegal@gs.com\n\n10.\nNatixis Real Estate Capital LLC\n\n1251 Avenue of the Americas\n\nNew York, New York 10020\n\nAttention: Real Estate Administration\n\nFacsimile No.: (212) 891-5777\n\nE-mail:\n\nUSCIBGlobalFinanceAssetMangagementTeam@natixis.com\n\n \n\nwith a copy to:\n\n-458-\n\n \n\nNatixis North America LLC\n\nOffice of the General Counsel\n\n1251 Avenue of the Americas\n\nNew York, New York 10020\n\nE-mail: CMBSnotices@natixis.com\n\nIn the case of the Underwriters:\n\n1.Wells Fargo Securities, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York\n\nAttention A.J. Sfarra\n\nEmail: CMBSNOTICES@wellsfargo.com\n\nwith a copy to:\n\nBryan Riddle, Esq.\n\nSenior Counsel, Wells Fargo Legal Department\n\n401 S Tryon Street, MAC D1050-266, 26th Floor\n\nCharlotte, North Carolina 28202-1911\n\n2.J.P. Morgan Securities LLC\n\n270 Park Avenue, 4th Floor\n\nNew York, New York 10017\n\nAttention: SPG Syndicate\n\nEmail: ABS_Synd@jpmorgan.com\n\nwith a copy to:\n\nJ.P. Morgan Securities LLC\n\n270 Park Avenue, 4th Floor\n\nNew York, New York 10017\n\nAttention: SPG Legal\n\nEmail: US_CMBS_Notice@jpmorgan.com\n\n3.Barclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nEmail: RRcmbs@barclays.com\n\nwith a copy to:\n\nBarclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York, 10019\n\nAttention: Legal Department\n\nEmail: SPLegalNotices@barclays.com\n\n-459-\n\n4.Goldman Sachs & Co. LLC\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nEmail: scott.epperson@gs.com and gs-refsecuritization@gs.com\n\nwith a copy to:\n\nStructured Finance Legal (REFG)\n\nEmail: gs-refglegal@gs.com\n\n \n\n5.SG Americas Securities, LLC\n\n245 Park Avenue\n\nNew York, New York 10167\n\nAttention: Jim Barnard\n\nEmail: *Jim.Barnard@sgcib.com* and *US-Glfi-Abp-Cmbs-\nNotices@sgcib.com*\n\n \n\nwith a copy to:\n\n \n\nSG Americas Securities, LLC\n\n245 Park Avenue, 11th Floor\n\nNew York, New York 10167\n\nAttention: General Counsel\n\nFax number: (212) 278-2074\n\n6.Academy Securities, Inc.\n\n622 Third Avenue, 12th Floor\n\nNew York, New York 10017\n\nAttention: Michael Boyd\n\nEmail: compliance@academysecurities.com\n\n7.Drexel Hamilton, LLC\n\n110 East 42nd Street\n\nNew York, New York 10017\n\nAttention: Alex Kim\n\nEmail: akim@drexelhamilton.com\n\n8.       \nNatixis Securities Americas LLC\n\n1251 Avenue of the Americas\n\nNew York, New York 10020\n\nAttention: Office of General Counsel\n\nEmail: *CMBSnotices@natixis.com*\n\n-460-\n\n9.Siebert Williams Shank & Co., LLC\n\n100 Wall Street, 18th Floor\n\nNew York, New York 10005\n\nEmail: compliance@siebertwilliams.com\n\nIn the case of any mezzanine lender:\n\nThe address set forth in the related Intercreditor Agreement.\n\nIn the case of any Companion Holder:\n\nThe address set forth in the related Intercreditor Agreement.\n\nTo each such Person, such\nother address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to\nbe delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of\nsuch Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively\npresumed to have been duly given, whether or not the Certificateholder receives such notice.\n\n(b)              \nAny party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver\nsuch written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed\nbelow, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the Certificate Administrator,\nand Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies to the\nextent such party has or can obtain such information without unreasonable effort or expense; provided, however, that such\nother information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.13(c);\nprovided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested such information.\nNotwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the\ncase may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.\n\nAny notices to the Rating Agencies shall\nbe sent to the following addresses:\n\nKroll Bond Rating Agency, LLC\n\n805 Third Avenue, 29th Floor\n\nNew York, New York 10022\n\nAttention: CMBS Surveillance\n\nE-mail: *cmbssurveillance@kbra.com*\n\n* *\n\n* *\n\n* *\n\n-461-\n\nFitch Ratings, Inc.\n\n300 West 57th Street\n\nNew York, New York 10019\n\nAttention: Commercial Mortgage Surveillance Group\n\nFacsimile No.: (212) 635-0295\n\nE-mail: *info.cmbs@fitchratings.com*\n\n \n\nMoody’s Investors Service, Inc.\n\n7 World Trade Center\n\n250 Greenwich Street\n\nNew York, New York 10007\n\nAttention: Commercial Mortgage Surveillance\nManager\n\nE-mail: *CMBSSurveillance@moodys.com*\n\nSection 13.06   \nSeverability of Provisions. If any one or more of the covenants,\nagreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions\nor terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way\naffect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.\n\nSection 13.07   \nGrant of a Security Interest. The Depositor intends that\nthe conveyance of the Conveyed Property shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed\nto be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall\nbe established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor\nshall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right,\ntitle and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds\nthereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to\nbe filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly following\nthe initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable),\nprepare and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary\nof the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator\nin the preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Certificate\nAdministrator and the Trustee pursuant to any of the requirements of the applicable UCC.\n\nSection 13.08   \nSuccessors and Assigns; Third Party Beneficiaries. (a)  The\nprovisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto,\nand all such provisions shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each\nCompanion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization,\neach Other Exchange Act Reporting Party (with respect to its rights under Article XI of this Agreement) and each Initial Purchaser\nis an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other\n\n-462-\n\nperson, including, without limitation, any\nMortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement. If one, but not all, of the Mortgage\nNotes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary\nof this Agreement to the same extent as if it were a Companion Holder, as contemplated by Section 3.30 hereof.\n\n(b)              \nEach Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it\nhereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all\nprovisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any\nprovisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.\n\n(c)              \nEach of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced\nDepositor, Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a\nthird-party beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced\nIntercreditor Agreement.\n\n(d)              \nSubject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder\nshall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)\nthrough Section 2.03(o).\n\nSection 13.09   \nArticle and Section Headings. The article and\nSection headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.\n\nSection 13.10   \nNotices to the Rating Agencies. (a)  The Certificate\nAdministrator shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5\nInformation Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any\nclass of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following\nof which it has actual knowledge:\n\n(i)                                any\nmaterial change or amendment to this Agreement;\n\n(ii)                             the\noccurrence of a Servicer Termination Event that has not been cured;\n\n(iii)                          the\nresignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special Servicer;\nand\n\n(iv)                         the\nrepurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage\nLoan Purchase Agreement.\n\n(b)              \nThe Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on\nthe 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which\nit has actual knowledge:\n\n-463-\n\n(i)                                     the\nresignation or removal of the Trustee or the Certificate Administrator;\n\n(ii)                                 any\nchange in the location of the Collection Account;\n\n(iii)                              any\nevent that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;\n\n(iv)                              any change\nin the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described in Section 3.08;\n\n(v)                                any\nadditional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage Loan\nwith a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate\noutstanding principal balances of the Mortgage Loans and (2) $35,000,000;\n\n(vi)                             any material\ndamage to any Mortgaged Property;\n\n(vii)                          any\nassumption with respect to a Mortgage Loan; and\n\n(viii)                       any\nrelease or substitution of any Mortgaged Property.\n\n(c)              \nThe Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5\nInformation Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change\nin the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.\n\n(d)              \nThe Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5\nInformation Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter\nto each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced\nWhole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating Agency shall\nreasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, can reasonably provide\nin accordance with applicable law and without waiving any attorney-client privilege relating to such information or violating the\nterms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and the Special\nServicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information. Notwithstanding\nanything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies\nto the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the Master Servicer or the Special\nServicer to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information\nProvider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or the Special Servicer when such information,\nreport, notice or document has been posted. The Master Servicer or the Special Servicer, as the case may be, may, but shall not be obligated\nto send such information, report, notice or document to the applicable Rating Agency so long as such information, report, notice or document\n(i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York\nCity time) on any Business Day, to the 17g-5 Information Provider.\n\n-464-\n\nSection 13.11   \nCooperation with the Mortgage Loan Sellers with Respect to Rights Under the Mortgage Loan Agreements. It is expressly agreed\nand understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the Mortgage Loan Sellers\nare entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders in the\nMortgage Loan documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate\nwith any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the provisions\nof any Section of a loan agreement or securitization cooperation agreement providing for indemnification of the lender and/or\nits loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including, without limitation, executing\nany documents as are reasonably necessary to permit the related Mortgage Loan Seller to enforce such provisions for its benefit; provided,\nthat none of the Depositor, Master Servicer, Special Servicer or Trustee shall take any action that is inconsistent with the Servicing\nStandard, would violate applicable law, the terms and provisions of this Agreement or the Mortgage Loan documents, would adversely affect\nany Certificateholder, would cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes, or would result\nin the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions.\nTo the extent that the Trustee is required to execute any document facilitating the above rights of a Mortgage Loan Seller under this\nSection 13.11, such document shall be in form and substance reasonably acceptable to the Trustee.\n\n[End of Article XIII]\n\n[SIGNATURES COMMENCE ON FOLLOWING\nPAGE]\n\n \n\n-465-\n\nIN WITNESS WHEREOF, the parties\nhereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day\nand year first above written.\n\n**WELLS FARGO COMMERCIAL\nMORTGAGE SECURITIES, INC.**\n\nBy:\n/s/ Lee Green\n\nName: Lee Green\n\nTitle: Managing Director\n\nWFCM 2026-5C9 – Pooling and Servicing Agreement\n\nTRIMONT LLC,\n\nas Master Servicer\n\nBy:\n/s/ Amanda Perkins\n\nName: Amanda Perkins\n\nTitle: Authorized Signatory\n\nWFCM 2026-5C9 – Pooling and Servicing Agreement\n\nRIALTO\nCAPITAL ADVISORS, LLC,\n\nas Special Servicer\n\nBy:\n/s/ Sorana Georgescu\n\nName: Sorana Georgescu\n\nTitle: Secretary\n\nWFCM 2026-5C9 – Pooling and Servicing Agreement\n\nCOMPUTERSHARE TRUST COMPANY,\n\nNATIONAL ASSOCIATION,\n\nnot in its individual capacity, but solely as\n\nCertificate Administrator\n\nBy:\n/s/ Paul Molina\n\nName: Paul Molina\n\nTitle: Vice President\n\nWFCM 2026-5C9 – Pooling and Servicing Agreement\n\nDEUTSCHE BANK NATIONAL TRUST\n\nCOMPANY, not in its individual capacity, but\n\nsolely as Trustee\n\nBy:\n/s/ Karlene Collins\n\nName: Karlene Collins\n\nTitle: Vice President\n\nBy:\n/s/ Erica Blair\n\nName: Erica Blair\n\nTitle: Assistant Vice President\n\nWFCM 2026-5C9 – Pooling and Servicing Agreement\n\nPENTALPHA SURVEILLANCE LLC,\n\nas Operating Advisor\n\nBy:\n/s/ Rhonda Weston\n\nName: Rhonda Weston\n\nTitle: Managing Director and Solely as an\n\nAuthorized Signatory\n\nWFCM 2026-5C9 – Pooling and Servicing Agreement\n\nPENTALPHA SURVEILLANCE LLC,\n\nas Asset Representations Reviewer\n\nBy:\n/s/ Rhonda Weston\n\nName: Rhonda Weston\n\nTitle: Managing Director and Solely as an\n\nAuthorized Signatory\n\nWFCM 2026-5C9 – Pooling and Servicing Agreement\n\n**EXHIBIT A-1\n\nFORM OF CERTIFICATE (OTHER THAN CLASS R CERTIFICATES)**\n\n**WELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9**\n\n**COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES**\n\n**SERIES 2026-5C9, CLASS [__]**\n\n**[FOR PRIVATELY OFFERED CERTIFICATES (CLASSES\nX-D, X-E, X-F, C, D, E, F, G-RR, H-RR AND J-RR)] [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES\nOF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES\nACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,\nEXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.**\n\n**NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION\nS BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS\nHAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]**1\n\n**[FOR BOOK-ENTRY CERTIFICATES: UNLESS THIS\nCERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),\nTO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME\nOF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &\nCO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE\nOR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**2\n\n**[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE\nSHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,\nAND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS**\n\n1\nTemporary Regulation S Book-Entry\nCertificate legend.\n\n2\nLegend required as long as DTC is\nthe Depository under the Pooling and Servicing Agreement.\n\n**SET FORTH IN THE POOLING AND SERVICING AGREEMENT\nREFERRED TO BELOW.]3**\n\n**THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE\nADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION\nPARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE\nNOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.**\n\n**[FOR PRINCIPAL BALANCE CERTIFICATES (CLASSES A-1,\nA-2, A-3, A-S, B, C, D, E, F, G-RR. H-RR AND J-RR): PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE\nAS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME\nMAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]**\n\n**[FOR PRIVATELY OFFERED CERTIFICATES (CLASSES\nX-D, X-E, X-F, C, D, E, F, G-RR, H-RR AND J-RR)] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES\nACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING\nTHIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE\n144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL\nBUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER\nHAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS\nA NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904\nOF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE\n501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF\nTHE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,\n“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY\nSTATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]**\n\n** **\n\n3\nBook-Entry Certificate legend.\n\nA-1-2\n\n**[FOR CLASS X-F, F, G-RR, J-RR AND H-RR CERTIFICATES]\n[THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT\nPLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,\nAS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),\nOR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,\nTO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING\nON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON\nOF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED\nBY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”\nWITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION\nCLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION\nOF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR\nLAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WOULD NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF\nSIMILAR LAW.]**\n\n**[FOR CLASS G-RR, H-RR AND J-RR CERTIFICATES:\nTHIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR\nPROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING,\nTRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE\nINITIAL PURCHASER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST\nHEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE\nREGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(i) OF THE\nPOOLING AND SERVICING AGREEMENT.]**\n\n**THIS CERTIFICATE REPRESENTS A “REGULAR\nINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)\nAND 860D OF THE CODE.**\n\nA-1-3\n\n**[FOR PRINCIPAL BALANCE CERTIFICATES (CLASSES A-1,\nA-2, A-3, A-S, B, C, D, E, F, G-RR. H-RR AND J-RR): THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED\nBY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES\nALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST\nTHEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL\nDISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING\nTHIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]**\n\n**[FOR CLASS X CERTIFICATES] [THIS CLASS [X-A][X-B][X-D][X-E][X-F]\nCERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]**\n\n**[FOR CLASS X-A CERTIFICATES] [THE NOTIONAL\nAMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS [A-1, CLASS\nA-2 AND CLASS A-3] CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL\nAMOUNT SET FORTH BELOW.]**\n\n**[FOR CLASS X-B CERTIFICATES] [THE NOTIONAL\nAMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS [A-S, CLASS B AND\nCLASS C] CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET\nFORTH BELOW.]**\n\n**[FOR CLASS X-D CERTIFICATES] [THE NOTIONAL\nAMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY,\nTHE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]**\n\n**[FOR CLASS X-E CERTIFICATES]\n[THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES.\nACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]**\n\n**[FOR CLASS X-F CERTIFICATES]\n[THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES.\nACCORDINGLY,**\n\nA-1-4\n\n**THE NOTIONAL AMOUNT OF THIS CERTIFICATE\nAT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]**\n\n**[FOR CLASS X CERTIFICATES: THE NOTIONAL AMOUNT\nON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D] CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL\nPAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH\nBELOW.]**\n\n**[FOR SUBORDINATE CERTIFICATES (CLASSES A-S,\nB, C, D, E, F, G-RR, H-RR AND J-RR)] [THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND\nTO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]**\n\n** **\n\n** **\n\nA-1-5\n\nPASS-THROUGH RATE: [FOR FIXED\n\nCLASSES: [____]% *per annum*]\n[FOR\n\nWAC, WAC CAP AND CLASS X\n\nCERTIFICATES: VARIABLE IN\n\nACCORDANCE WITH THE POOLING\n\nAND SERVICING AGREEMENT]\n\nINITIAL [CERTIFICATE\n\nBALANCE][NOTIONAL AMOUNT] OF\n\nTHIS CERTIFICATE\nAS OF THE\n\nCLOSING DATE: $[]\n\nDATE OF POOLING AND SERVICING\n\nAGREEMENT: AS OF MAY 1, 2026\n\nCUT-OFF DATE: AS SET FORTH IN\n\nTHE POOLING AND SERVICING\n\nAGREEMENT (AS DEFINED HEREIN)\n\nCLOSING DATE: MAY 28, 2026\n\nFIRST DISTRIBUTION DATE:\n\nJUNE 17, 2026\n\nAPPROXIMATE AGGREGATE\n\n[CERTIFICATE BALANCE][NOTIONAL\n\nAMOUNT]\nOF THE CLASS [__]\n\nCERTIFICATES AS OF THE CLOSING\n\nDATE:\n\n$[_________]\n\nMASTER SERVICER:\n\nTRIMONT LLC\n\nSPECIAL SERVICER:\n\nRIALTO CAPITAL ADVISORS, LLC\n\nTRUSTEE:\n\nDEUTSCHE BANK NATIONAL TRUST\n\nCOMPANY\n\nCERTIFICATE ADMINISTRATOR:\n\nCOMPUTERSHARE TRUST\n\nCOMPANY, NATIONAL ASSOCIATION\n\nOPERATING ADVISOR:\n\nPENTALPHA SURVEILLANCE LLC\n\nASSET REPRESENTATIONS\n\nREVIEWER:\n\nPENTALPHA SURVEILLANCE LLC\n\nCUSIP NO.: []\n\nISIN NO.: []\n\nCERTIFICATE NO.: [_] - ______\n\n \n\nA-1-6\n\n**CLASS [__] CERTIFICATE**\n\nevidencing a beneficial ownership interest in\na Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or\ncollections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof,\nthe mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security\nfor the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Account, the Interest\nReserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by\n\n**WELLS FARGO COMMERCIAL\nMORTGAGE SECURITIES, INC.**\n\nTHIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:\nCEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in the Class\n[__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling\nand Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc. (hereinafter called the “Depositor”,\nwhich term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,\nthe Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions\nof the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall\nhave the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nThis Certificate is one of\na duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)\nand representing an interest in the Class of Certificates specified on the face hereof (subject to adjustments reflected on the schedule\nof exchanges attached hereto) equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate\nspecified on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates\nare designated as the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\nand are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the\naggregate 100% of the beneficial ownership of the Trust Fund.\n\nThis Certificate does not\npurport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,\nrights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate\nAdministrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,\nto which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents\nand by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified\nin the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.\n\nThis Certificate represents\na “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,\nin Sections 860G(a)(1) and 860D of the Internal\n\nA-1-7\n\nRevenue Code of 1986, as amended (the “Code”).\nEach Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate\nin accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes\nimposed on or measured by income.\n\nPursuant to the terms of\nthe Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered\nas of the related Record Date, an amount equal to such Person’s *pro rata* share (based on the Percentage Interest represented\nby this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASSES A-1, A-2, A-3, A-S, B, C,\nD, E, F, G-RR, H-RR AND J-RR): principal and] interest then distributable, if any, allocable to the Class of Certificates of the same\nClass as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. [FOR CLASS A-1,\nA-2, A-3, X-A, X-B, X-D, A-S, B, C, D, E, F, G-RR, H-RR AND J-RR CERTIFICATES: Holders of this Certificate may be entitled to Prepayment\nPremiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All sums distributable on this Certificate\nare payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public\nand private debts.\n\nInterest on this Certificate\nwill accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating\nto such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount] of this\nCertificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES ((A-1,\nA-2, A-3, A-S, B, C, D, E, F, G-RR, H-RR AND J-RR): Principal and interest] allocated to this Certificate on any Distribution Date will\nbe in an amount equal to this Certificate’s *pro rata* share of the Available Funds to be distributed on the Certificates of\nthis Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the\nPooling and Servicing Agreement.\n\nRealized Losses and certain\nother amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth\nin the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated\n*pro rata* among the outstanding Certificates of such Class.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically\nset forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution\nAccount will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement\nand the Master Servicer (with respect to its Collection Account) or the Certificate Administrator (with respect to the Distribution Account)\nwill be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest\nor other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and\nServicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time\nto time for purposes other than\n\nA-1-8\n\ndistributions to Certificateholders, such purposes\nincluding reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust\nFund.\n\nAll distributions under the\nPooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution\non any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the\nCertificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions\nat least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such\nCertificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined\nwithout regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like\nmanner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location\nspecified in the notice to Certificateholders of such final distribution.\n\nAny funds not distributed\nto any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender\ntheir Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate\nnon-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling\nand Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the\nCertificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates\nfor cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such\nCertificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take\nsuch steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem\nappropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust and\nof contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders\nshall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the\nPooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its\nCertificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the\nCertificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or\nat the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of\ntransfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact\nduly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to\nthe designated transferee or transferees.\n\nSubject to the terms of the\nPooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of $[FOR CLASS A-1, A-2, A-3, A-S\nAND B CERTIFICATES: 10,000 initial Certificate Balance] [FOR CLASS C, D, E, F, G-RR, H-RR\n\nA-1-9\n\nAND J-RR CERTIFICATES: 100,000 initial Certificate\nBalance] [FOR CLASS X-A, X-B, X-D, X-E AND X-F CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess\nthereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial [Certificate Balance][Notional\nAmount] of such Class.\n\nNo fee or service charge\nshall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate\n(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer\nto an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate\nRegistrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate\nRegistrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with\nsuch transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other\ngovernmental charge payable in connection with any such transfer or exchange.\n\nThe Trustee, the Certificate\nAdministrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person\nin whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,\nthe Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to\nthe contrary.\n\nThe Pooling and Servicing\nAgreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion\nHolders:\n\n(i)                                  to correct\nany defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling\nand Servicing Agreement;\n\n(ii)                               to cause\nthe provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the\nProspectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the\nPooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other\nprovisions therein or to correct any error;\n\n(iii)                            to change\nthe timing and/or nature of deposits in the Collection Account, the Distribution Account or any REO Account; provided that (a)\nthe P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change\nshall not adversely affect in any material respect the interests of any Certificateholder (including for the avoidance of doubt, any\nHolder of the VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or\nas evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)                           to modify,\neliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the\n\nA-1-10\n\nqualification of any Trust REMIC as a REMIC\nunder the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition\nof any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion\nof Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain\nsuch qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in\nany material respect the interests of any Certificateholder (including for the avoidance of doubt, any Holder of the VRR Interest) or\nCompanion Holder;\n\n(v)                              to modify,\neliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and\nServicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall\nnot, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor)\nto be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax\nPerson;\n\n(vi)  &hairsp;                        to revise\nor add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change;\nprovided that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including\nfor the avoidance of doubt, any Holder of the VRR Interest) or any holder of a Serviced Companion Loan not consenting to such revision\nor addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced\nby a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the\napplicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings\nof any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in\nthe same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25\nof the Pooling and Servicing Agreement);\n\n(vii)                        to amend\nor supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned\nto each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and\nconfirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its\nthen-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may\nbe considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely\naffect in any material respect the interests of any Certificateholder (including for the avoidance of doubt, any Holder of the VRR\n\nA-1-11\n\nInterest) not consenting to such amendment\nor supplement, as evidenced by an Opinion of Counsel;\n\n(viii)                     to modify\nthe provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances\nand Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination\nEvent has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan with respect to the\nDirecting Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder, determine that the\ncommercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard,\n(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as\nevidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class\nof Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may\nbe considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25 of the Pooling and Servicing Agreement);\n\n(ix)                             to modify\nthe procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided\nthat such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including for the avoidance\nof doubt, any Holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt\nof Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate\nAdministrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information\nProvider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post\nsuch notice to the Certificate Administrator’s Website;\n\n(x)                                to modify,\neliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply with the requirements\nfor use of Form SF-3 in registered offerings to the extent provided in 17 C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or\n\n(xi)                             to modify,\neliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to the risk retention\nrequirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or\nto modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the\nRetaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.\n\nA-1-12\n\nNotwithstanding the foregoing,\nno such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights\nof any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as\na third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially\nand adversely affect the holder of a Companion Loan without such Companion Holder’s consent.\n\nThe Pooling and Servicing\nAgreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected\nby such amendment (including, for the avoidance of doubt, any Holder of the VRR Interest to the extent any such amendment would adversely\naffect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of the aggregate Percentage Interests\nconstituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the\nPooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,\nhowever, that no such amendment shall:\n\n(i)                                  reduce in\nany manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to be distributed\non a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion\nHolder without the consent of such Companion Holder; or\n\n(ii)                               reduce the\naforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement\nto obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding\nor such Companion Holders, as applicable; or\n\n(iii)                            adversely\naffect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;\nor\n\n(iv)                           change in\nany manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller under\nsuch Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under\nthe Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or\n\n(v)                              amend the\nServicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency\nand confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of\nits then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation\nmay be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the\n\nA-1-13\n\nrelated Intercreditor Agreement, the consent\nof the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.\n\nNotwithstanding the foregoing,\nnone of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master\nServicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an\nOpinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement\nand that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,\nthe Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with\nsuch amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC\nto fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement\nmay be made that changes any provision specifically required to be included therein by any Designated Intercreditor Agreement related\nto a Companion Loan without in each case the consent of the holder of the related Companion Loan(s).\n\nThe Holders of the majority\nof the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates, in that order of priority,\nmay, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of\nany related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)\nof the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate\nAdministrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date\nof purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or\nthe Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property\nremaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage\nLoans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans\nas set forth in the Pooling and Servicing Agreement.\n\nFollowing the date on which\nthe Class [A-1, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D] Certificates are no longer outstanding (and provided\nthat there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class\nR Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates\n(other than the Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage\nLoans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.\n\nThe obligations created by\nthe Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make\npayments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate\nBalances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust\ndue to a sale of its property)\n\nA-1-14\n\npursuant to the terms of the Pooling and Servicing\nAgreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years\nfrom the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of\nSt. James’s, living on the date hereof.\n\nUnless the certificate of\nauthentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any\nbenefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate\non behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to\nany of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.\n\n**THIS CERTIFICATE AND THE\nPOOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD\nTO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.**\n\n** **\n\n** **\n\nA-1-15\n\n**IN WITNESS WHEREOF**,\nthe Certificate Registrar has caused this Certificate to be duly executed under this official seal.\n\n****\n\n**COMPUTERSHARE TRUST COMPANY,**\n\n**NATIONAL ASSOCIATION**, not in its\n\nindividual capacity but solely as Certificate\n\nRegistrar under the Pooling and Servicing\n\nAgreement\n\nBy:\n\nName:\n\nTitle:\n\nDated: May 28, 2026\n\n**CERTIFICATE OF AUTHENTICATION**\n\n**THIS IS ONE OF THE CLASS\n[__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.**\n\n**COMPUTERSHARE TRUST COMPANY,**\n\n**NATIONAL\nASSOCIATION**, as\n\nAuthenticating Agent\n\nBy:\n\nName:\n\nTitle:\n\n****\n\nA-1-16\n\n \n\n**ABBREVIATIONS**\n\nThe following abbreviations, when used in the\ninscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or\nregulations:\n\n \n\nTEN COM\n-\nas tenant in common\n\nUNIF GIFT MIN ACT\n\nTEN ENT\n-\nas tenants by the entireties\n\nCustodian\n\nJT TEN\n-\nas joint tenants with rights\n\n(Cust)\n\nof survivorship and not as\n\nUnder Uniform Gifts to Minors\n\ntenants in common\n\nAct\n\n(State)\n\nAdditional abbreviations\nmay also be used though not in the above list.\n\n**FORM OF TRANSFER**\n\nFOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto\n\n(Please insert Social Security or other identifying number of Assignee)\n\n(Please print or typewrite name and address of assignee)\n\nthe within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register\nof the within-named Trust, with full power of substitution in the premises.\n\nDated:  \n\nNOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without\nalteration or enlargement or any change whatever.\n\nSIGNATURE GUARANTEED\n\nThe signature must be guaranteed by a commercial\nbank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed\nsignatures are not acceptable.\n\nA-1-17\n\n**DISTRIBUTION INSTRUCTIONS**\n\nThe assignee should include\nthe following for purposes of distribution:\n\nDistributions shall be made,\nby wire transfer or otherwise, in immediately available funds to _________________________________________________________ for the account\nof _______________________________________ account number _______________ or, if mailed by check, to __________________________________________.\nStatements should be mailed to _______________________________________________________________. This information is provided by assignee\nnamed above, or ______________________________, as its agent.\n\nA-1-18\n\n[TO BE ATTACHED TO RULE 144A/REGULATION S BOOK-ENTRY\nCERTIFICATES]\n\nSCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES\n\nThe following exchanges of\na part of this Global Certificate have been made:\n\nDate\nof Exchange\n\nAmount\nof Decrease in Principal Amount of this Global Certificate\n\nAmount\nof Increase in Principal Amount of this Global Certificate\n\nPrincipal\nAmount of this Global Certificate following such decrease\n\n(or increase)\n\nSignature\nof authorized officer of Trustee or securities custodian\n\n \n \n \n \n \n\n \n \n \n \n \n\nA-1-19\n\n**EXHIBIT A-2\n\nFORM OF CLASS R CERTIFICATE**\n\n**WELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9**\n\n**COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES**\n\n**SERIES 2026-5C9, CLASS R**\n\n**THE INITIAL INVESTOR IN THIS CERTIFICATE,\nAND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY\nWITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT\nREPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.**\n\n**THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST\nIN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE\nADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE\nINITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE\nLOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.**\n\n**THIS CERTIFICATE HAS NOT BEEN AND WILL NOT\nBE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN\nSECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE\nTRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY\nBELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING\nFOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE\nON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE\nJURISDICTION.**\n\n**THIS CERTIFICATE MAY NOT BE PURCHASED BY OR\nPLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE\nFIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT**\n\nA-2-1\n\n**INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),\nOR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED\nIN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO\nTHE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING\nAN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION\nOF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.**\n\n**THIS CERTIFICATE REPRESENTS THE “RESIDUAL\nINTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)\nAND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO\nCERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET\nFORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE\nADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED\nIN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND\nIS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY\nCOME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS\nGENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME\nWITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE\nINCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT\nDOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE\nOR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.\nTHIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),\nAND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE\nHARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO\nTHE**\n\nA-2-2\n\n**FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE\nAND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.**\n\nA-2-3\n\n****\n\nPERCENTAGE INTEREST EVIDENCED\n\nBY THIS CERTIFICATE: [_]%\n\nDATE OF POOLING AND SERVICING\n\nAGREEMENT: AS OF MAY 1, 2026\n\nCUT-OFF DATE: AS SET FORTH IN\n\nTHE POOLING AND SERVICING\n\nAGREEMENT (AS DEFINED HEREIN)\n\nCLOSING DATE: MAY 28, 2026\n\nFIRST DISTRIBUTION DATE:\n\nJUNE 17, 2026\n\nCLASS R PERCENTAGE INTEREST:\n\n100%\n\nMASTER SERVICER:\n\nTRIMONT LLC\n\nSPECIAL SERVICER:\n\nRIALTO CAPITAL ADVISORS, LLC\n\nTRUSTEE:\n\nDEUTSCHE BANK NATIONAL TRUST\n\nCOMPANY\n\nCERTIFICATE ADMINISTRATOR:\n\nCOMPUTERSHARE TRUST COMPANY,\n\nNATIONAL ASSOCIATION\n\nOPERATING Advisor:\n\nPENTALPHA SURVEILLANCE LLC\n\nASSET REPRESENTATIONS\n\nREVIEWER:\n\nPENTALPHA SURVEILLANCE LLC\n\nCUSIP NO.: []\n\nISIN NO.: []\n\nCERTIFICATE NO.: R-____\n\n** **\n\nA-2-4\n\n****\n\n**CLASS R CERTIFICATE**\n\nevidencing a beneficial ownership interest in\na Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or\ncollections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof,\nthe mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security\nfor the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Account, the Interest\nReserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by\n\n**WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,\nINC.**\n\nTHIS CERTIFIES THAT [____________________]\nis the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant\nto the Pooling and Servicing Agreement, dated as of May 1, 2026 (the “Pooling and Servicing Agreement”), among Wells\nFargo Commercial Mortgage Securities, Inc. (hereinafter called the “Depositor”, which term includes any successor entity under\nthe Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating\nAdvisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement\nis set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in\nthe Pooling and Servicing Agreement.\n\nThis Certificate is one of\na duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)\nand representing an interest in the Class of Certificates specified on the face hereof equal to the percentage interest specified on the\nface hereof. The Certificates are designated as the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C9 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates\nwill evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.\n\nThis Certificate does not\npurport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,\nrights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate\nAdministrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,\nto which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents\nand by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified\nin the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.\n\nThis Class R Certificate\nrepresents the “residual interest” in two “real estate mortgage investment conduits”, as those terms are defined,\nrespectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder\nof this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in\naccordance with the preceding sentence for purposes of federal income taxes,\n\nA-2-5\n\nstate and local income and franchise taxes\nand other taxes imposed on or measured by income. The Certificate Administrator shall be the “partnership representative”\nwithin the meaning of Section 6223 of the Code for each Trust REMIC and shall perform all the functions thereof. The Holders of the Class\nR Certificates, by their acceptance hereof, agree to such designation.\n\nPursuant to the terms of\nthe Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator in an amount\nequal to such Person’s *pro rata* share (based on the Percentage Interest represented by this Certificate) thereof and to the\nextent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to the Person in whose\nname this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are payable in the coin\nor currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.\n\nThis Certificate is limited\nin right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically\nset forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution\nAccount will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement\nand the Master Servicer (with respect to its Collection Account) or the Certificate Administrator (with respect to the Distribution Account)\nwill be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest\nor other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and\nServicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time\nto time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred\nwith respect to the servicing of the Mortgage Loans and administration of the Trust Fund.\n\nAll distributions under the\nPooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution\non any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the\nCertificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least\nfive (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder\nat a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard\nto any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only\nupon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the\nnotice to Certificateholders of such final distribution.\n\nAny funds not distributed\nto any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender\ntheir Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate\nnon-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling\nand Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the\nCertificate Administrator shall mail a second notice to the remaining non-tendering\n\nA-2-6\n\nCertificateholders to surrender their Certificates\nfor cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such\nCertificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take\nsuch steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem\nappropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust and\nof contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders\nshall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the\nPooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its\nCertificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement.\n\nAs provided in the Pooling\nand Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the\nCertificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or\nat the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of\ntransfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact\nduly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to\nthe designated transferee or transferees.\n\nEach Person who has or who\nacquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to\nhave agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate\nare expressly subject to the following provisions: (A) no Person holding any Ownership Interest in a Class R Certificate shall be a Disqualified\nOrganization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting\non behalf of or using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S.\nTax Person and each Person holding any Ownership Interest in a Class R Certificate shall promptly notify the Certificate Registrar of\nany change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate,\nthe Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate\nRegistrar receives (I) an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee\nAffidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and\nwarranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof or a Disqualified Non-U.S.\nTax Person, and that it has reviewed the provisions of Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by\nthem and (II) a representation letter, substantially in the form attached to the Pooling and Servicing Agreement as Exhibit F-2 from\nthe proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things,\nthat such Transferee is not an ERISA Prohibited Holder; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee\nunder clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization\nor Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class\nR Certificate to such\n\nA-2-7\n\nproposed Transferee shall be effected; and\n(D) each Person holding any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective\nTransferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership\nInterest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the\nPooling and Servicing Agreement as Exhibit D-2 certifying that, among other things, it has no actual knowledge or reason to know that\nthe proposed Transferee’s statements in such Transferee Affidavit are false.\n\nThe Class R Certificates\nwill be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess thereof.\n\nNo fee or service charge\nshall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate\n(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer\nto an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate\nRegistrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate\nRegistrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with\nsuch transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other\ngovernmental charge payable in connection with any such transfer or exchange.\n\nThe Trustee, the Certificate\nAdministrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person\nin whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,\nthe Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to\nthe contrary.\n\nThe Pooling and Servicing\nAgreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion\nHolders:\n\n(i)                                  to correct\nany defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling\nand Servicing Agreement;\n\n(ii)                               to cause\nthe provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the\nProspectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the\nPooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other\nprovisions therein or to correct any error;\n\n(iii)                            to change\nthe timing and/or nature of deposits in the Collection Account, the Distribution Account or any REO Account; provided that (a)\nthe P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change\nshall not adversely affect in any material\n\nA-2-8\n\nrespect the interests of any Certificateholder\n(including for the avoidance of doubt, any Holder of the VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense\nof the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;\n\n(iv)                           to modify,\neliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification\nof any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid\nor minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator\nhave received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary\nor desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will\nnot adversely affect in any material respect the interests of any Certificateholder (including for the avoidance of doubt, any Holder\nof the VRR Interest) or Companion Holder;\n\n(v)                              to modify,\neliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and\nServicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall\nnot, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor)\nto be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax\nPerson;\n\n(vi)                           to revise\nor add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change;\nprovided that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including\nfor the avoidance of doubt, any Holder of the VRR Interest) or any holder of a Serviced Companion Loan not consenting to such revision\nor addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced\nby a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the\napplicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings\nof any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in\nthe same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25\nof the Pooling and Servicing Agreement);\n\n(vii)                        to amend\nor supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned\nto each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and\nconfirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or\n\nA-2-9\n\nqualification of its then-current ratings\nof any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in\nthe same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25\nof the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material\nrespect the interests of any Certificateholder (including for the avoidance of doubt, any Holder of the VRR Interest) not consenting to\nsuch amendment or supplement, as evidenced by an Opinion of Counsel;\n\n(viii)                     to modify\nthe provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances\nand Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination\nEvent has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan with respect to the\nDirecting Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder, determine that the\ncommercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard,\n(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as\nevidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class\nof Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may\nbe considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25 of the Pooling and Servicing Agreement);\n\n(ix)                             to modify\nthe procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided\nthat such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including for the avoidance\nof doubt, any Holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt\nof Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate\nAdministrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information\nProvider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post\nsuch notice to the Certificate Administrator’s Website;\n\n(x)                                to modify,\neliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply with the requirements\nfor use of Form SF-3 in registered offerings to the extent provided in 17 C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or\n\nA-2-10\n\n(xi)                             to modify,\neliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to the risk retention\nrequirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or\nto modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the\nRetaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.\n\nNotwithstanding the foregoing,\nno such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights\nof any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as\na third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially\nand adversely affect the holder of a Companion Loan without such Companion Holder’s consent.\n\nThe Pooling and Servicing\nAgreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected\nby such amendment (including, for the avoidance of doubt, any Holder of the VRR Interest to the extent any such amendment would adversely\naffect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of the aggregate Percentage Interests\nconstituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the\nPooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,\nhowever, that no such amendment shall:\n\n(i)                                  reduce in\nany manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to be distributed\non a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion\nHolder without the consent of such Companion Holder; or\n\n(ii)                               reduce the\naforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement\nto obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding\nor such Companion Holders, as applicable; or\n\n(iii)                            adversely\naffect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;\nor\n\n(iv)                           change in\nany manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller under\nsuch Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under\nthe Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or\n\nA-2-11\n\n(v)                              amend the\nServicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency\nand confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of\nits then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation\nmay be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent\nof the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.\n\nNotwithstanding the foregoing,\nnone of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master\nServicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an\nOpinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement\nand that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,\nthe Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with\nsuch amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC\nto fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement\nmay be made that changes any provision specifically required to be included therein by any Designated Intercreditor Agreement related\nto a Companion Loan without in each case the consent of the holder of the related Companion Loan(s).\n\nThe Holders of the majority\nof the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates, in that order of priority,\nmay, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of\nany related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)\nof the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate\nAdministrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date\nof purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or\nthe Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property\nremaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage\nLoans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans\nas set forth in the Pooling and Servicing Agreement.\n\nFollowing the date on which\nthe [Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D] Certificates are no longer outstanding (and provided\nthat there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class\nR Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates\n(other than the Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage\n\nA-2-12\n\nLoans and each REO Property remaining in the\nTrust Fund pursuant to the terms of the Pooling and Servicing Agreement.\n\nThe obligations created by\nthe Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make\npayments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate\nBalances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust\ndue to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created\nby the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants\nof Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.\n\nUnless the certificate of\nauthentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any\nbenefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate\non behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to\nany of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.\n\n**THIS CERTIFICATE AND THE\nPOOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD\nTO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.**\n\n** **\n\n** **\n\nA-2-13\n\n**IN WITNESS WHEREOF**,\nthe Certificate Registrar has caused this Certificate to be duly executed under this official seal.\n\n**COMPUTERSHARE TRUST COMPANY,**\n\n**NATIONAL ASSOCIATION**, not in its\n\nindividual capacity but solely as Certificate\n\nRegistrar under the Pooling and Servicing\n\nAgreement\n\nBy:\n\nName:\n\nTitle:\n\n****\n\nDated: May 28, 2026\n\n**CERTIFICATE OF AUTHENTICATION**\n\n**THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED\nTO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.**\n\n**COMPUTERSHARE TRUST COMPANY,**\n\n**NATIONAL\nASSOCIATION**, as\n\nAuthenticating Agent\n\nBy:\n\nName:\n\nTitle:\n\n****\n\nA-2-14\n\n \n\n**ABBREVIATIONS**\n\nThe following abbreviations, when used in the\ninscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or\nregulations:\n\nTEN COM\n-\nas tenant in common\n\nUNIF GIFT MIN ACT\n\nTEN ENT\n-\nas tenants by the entireties\n\nCustodian\n\nJT TEN\n-\nas joint tenants with rights\n\n(Cust)\n\nof survivorship and not as\n\nUnder Uniform Gifts to Minors\n\ntenants in common\n\nAct\n\n(State)\n\n**FORM OF TRANSFER**\n\nFOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto\n\n(Please insert Social Security or other identifying number of Assignee)\n\n(Please print or typewrite name and address of assignee)\n\nthe within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register\nof the within-named Trust, with full power of substitution in the premises.\n\n \n\nDated:  \n\nNOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without\nalteration or enlargement or any change whatever.\n\nSIGNATURE GUARANTEED\n\nThe signature must be guaranteed by a commercial\nbank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed\nsignatures are not acceptable.\n\nA-2-15\n\n**DISTRIBUTION INSTRUCTIONS**\n\nThe assignee should include\nthe following for purposes of distribution:\n\nDistributions shall be made, by wire transfer\nor otherwise, in immediately available funds to _________________________________________________________ for the account of _______________________________________\naccount number _______________ or, if mailed by check, to __________________________________________. Statements should be mailed to _______________________________________________________________.\nThis information is provided by assignee named above, or ______________________________, as its agent.\n\nA-2-16\n\n \n\nEXHIBIT\nB\n\nMORTGAGE LOAN SCHEDULE\n\n EXH. B-1 \n\n \n\nWFCM\n2026-5C9\n\nMORTGAGE\nLOAN SCHEDULE\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nAddress\nCity\n\n1.000\nGSMC,\nRREF DLI\n58,000,000.00\n58,000,000.00\nMall\nat Prince George's\n3500\nEast West Highway\nHyattsville\n\n2.000\nWFB\n51,500,000.00\n51,500,000.00\nCity\nCenter on 6th\n3500\nWest 6th Street\nLos\nAngeles\n\n3.000\nSGFC\n50,000,000.00\n49,946,236.56\n535\n& 545 5th Avenue\n535-545\nFifth Avenue\nNew\nYork\n\n4.000\nJPMCB\n45,000,000.00\n45,000,000.00\nSunshine\nLake MHC Portfolio\nVarious\nVarious\n\n4.010\n\nStone\nRidge\n3757\nNorth 900 West\nCromwell\n\n4.020\n\nIntercoastal\n1481\nNorth US Highway 1\nTitusville\n\n4.030\n\nLake\nRunnymeade\n1316\nWest Rosewood Avenue\nSt.\nCloud\n\n4.040\n\nBaltimore\nTerrace\n1450\nSandy Circle\nHastings\n\n4.050\n\nConcord\n650\nNorth Washington Street\nWaterloo\n\n4.060\n\nThree\nOaks Estates\n6992\nUS Highway 12\nThree\nOaks\n\n4.070\n\nPavilion\n5480\nAlpine Avenue\nComstock\nPark\n\n4.080\n\nBig\nOaks\n15070\nEast Colonial Drive\nOrlando\n\n4.090\n\nCricklewood\n23604\n36th Avenue\nRavenna\n\n4.100\n\nOaklane\n14236\nMax Hooks Road\nClermont\n\n4.110\n\nSix-0-Five\n1\nZarin Avenue\nMineral\n\n4.120\n\nShady\nHaven\n3100\nBaseline Road\nAlbion\n\n4.130\n\nWagon\nWheel\n1410\nJack Calhoun Drive\nKissimmee\n\n4.140\n\nSunset\n3720\n& 3674 Black Highway\nAdrian\n\n4.150\n\nLakeside\nVillage\n2700\nSouth Woodland Boulevard\nDeland\n\n4.160\n\nGreen\nOaks\n3351\nDenmark Road\nMobile\n\n4.170\n\nArbor\nMills\n1337\nWooten Road\nRinggold\n\n4.180\n\nPala\nVerde\n3535\nDemetropolis Road\nMobile\n\n5.000\nWFB\n43,000,000.00\n42,964,606.95\nMarriott\nIndianapolis North\n3645\nRiver Crossing Parkway\nIndianapolis\n\n6.000\nLMF\n40,000,000.00\n40,000,000.00\nHampton\nAstoria\n22901\nChenal Valley Drive\nLittle\nRock\n\n7.000\nZBNA\n32,800,000.00\n32,800,000.00\nBleeker\nStreet Industrial\n16\nand 29 Bleeker Street\nMillburn\n\n8.000\nGSMC\n27,500,000.00\n27,500,000.00\nDel\nRey Campus\n4800,\n4820, 4840 Alla Road\nLos\nAngeles\n\n9.000\nWFB\n25,000,000.00\n25,000,000.00\nMountain\nIndustrial Portfolio\nVarious\nVarious\n\n9.010\n\n3150\nHighway 42\n3150\nHighway 42\nLocust\nGrove\n\n9.020\n\n1151\nSouth Graham Road\n1151\nSouth Graham Road\nGreenwood\n\n9.030\n\n584\nUS Highway 130\n584\nUS Highway 130\nTrenton\n\n9.040\n\n590\nNorthport Parkway\n590\nNorthport Parkway\nSavannah\n\n9.050\n\n8341\nIndustrial Parkway\n8341\nIndustrial Parkway\nPlain\nCity\n\n9.060\n\n650\nBraselton Parkway\n650\nBraselton Parkway\nBraselton\n\n9.070\n\n482\nChaney Avenue\n482\nChaney Avenue\nGreenwood\n\n9.080\n\n5000\nNorth Ridge Trail\n5000\nNorth Ridge Trail\nDavenport\n\n9.090\n\n5005\nSamuell Blvd.\n5005\nSamuell Boulevard\nMesquite\n\n9.100\n\n635\nCommunity Drive\n635\nCommunity Drive\nSouth\nBurlington\n\n9.110\n\n6538\n& 6526 Judge Adams Road\n6526\n& 6538 Judge Adams Road\nWhitsett\n\n9.120\n\n4350\nFortune Ave NW\n4350\nFortune Avenue Northwest\nConcord\n\n9.130\n\n6735\nTrippel Road\n6735\nTrippel Road\nMobile\n\n9.140\n\n1509\nLeestown Road\n1509\nLeestown Road\nFrankfort\n\n9.150\n\n1601\nBrown Road\n1601\nBrown Road\nOrion\n\n9.160\n\n22525\nWest 167th Street\n22525\nWest 167th Street\nOlathe\n\n9.170\n\n1414\nSouth Council Road\n1414\nSouth Council Road\nOklahoma\nCity\n\n9.180\n\n4690\nGlobal Avenue NW\n4690\nGlobal Avenue Northwest\nConcord\n\n9.190\n\n3466\nShippers Drive\n3466\nShippers Drive Northwest\nGrand\nRapids\n\n9.200\n\n4555\nWest Highway 146\n4555\nWest Highway 146\nBuckner\n\n9.210\n\n9780\nMopar Drive\n9780\nMopar Drive\nStreetsboro\n\n9.220\n\n3779\nLake Shore Road\n3779\nLake Shore Road\nHamburg\n\n9.230\n\n2000\nSouth Walnut Street\n2000\nSouth Walnut Street\nBurlington\n\n9.240\n\n3774\nSnyder Road\n3774\nSnyder Road\nKodak\n\n9.250\n\n8951\nMirabel Road\n8951\nMirabel Road\nIndianapolis\n\n9.260\n\n8411\nFlorida Mining Boulevard\n8411\nFlorida Mining Boulevard\nTampa\n\n9.270\n\n900\nHutchinson Place\n900\nHutchinson Place\nLebanon\n\n9.280\n\n5440\nHaggerty Lane\n5440\nHaggerty Lane\nLaFayette\n\n9.290\n\n5703\nMitchell Avenue\n5703\nMitchell Avenue\nSt.\nJoseph\n\n9.300\n\n1103\nPowderhouse Road SE\n1103\nPowderhouse Road Southeast\nAiken\n\n9.310\n\n3200\nRodeo Court\n3200\nRodeo Court\nBessemer\n\n9.320\n\n14001\nJetport Loop\n14001\nJetport Loop\nFort\nMyers\n\n9.330\n\n505\nMorgan Lakes Industrial Blvd.\n505\nMorgan Lakes Industrial Boulevard\nSavannah\n\n9.340\n\n21200\nSpring Plaza Drive\n21200\nSpring Plaza Drive\nSpring\n\nPage 1 of 9\n\nWFCM\n2026-5C9\n\nMORTGAGE\nLOAN SCHEDULE\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nState\nZip\nCode\nNote\nDate\nStated\nMaturity Date\nMortgage\nRate\nOriginal\nTerm to Maturity (Mos.)\n\n1.000\nGSMC,\nRREF DLI\n58,000,000.00\n58,000,000.00\nMall\nat Prince George's\nMD\n20782\n4/20/2026\n6/6/2031\n7.3550%\n61\n\n2.000\nWFB\n51,500,000.00\n51,500,000.00\nCity\nCenter on 6th\nCA\n90020\n3/27/2026\n4/11/2031\n6.8140%\n60\n\n3.000\nSGFC\n50,000,000.00\n49,946,236.56\n535\n& 545 5th Avenue\nNY\n10017\n1/9/2026\n1/9/2031\n7.0600%\n60\n\n4.000\nJPMCB\n45,000,000.00\n45,000,000.00\nSunshine\nLake MHC Portfolio\nVarious\nVarious\n3/20/2026\n4/5/2031\n6.4600%\n60\n\n4.010\n\nStone\nRidge\nIN\n46732\n\n4.020\n\nIntercoastal\nFL\n32796\n\n4.030\n\nLake\nRunnymeade\nFL\n34771\n\n4.040\n\nBaltimore\nTerrace\nMI\n49058\n\n4.050\n\nConcord\nIN\n46793\n\n4.060\n\nThree\nOaks Estates\nMI\n49128\n\n4.070\n\nPavilion\nMI\n49321\n\n4.080\n\nBig\nOaks\nFL\n32826\n\n4.090\n\nCricklewood\nMI\n49451\n\n4.100\n\nOaklane\nFL\n34711\n\n4.110\n\nSix-0-Five\nVA\n23117\n\n4.120\n\nShady\nHaven\nIN\n46701\n\n4.130\n\nWagon\nWheel\nFL\n34741\n\n4.140\n\nSunset\nMI\n49221\n\n4.150\n\nLakeside\nVillage\nFL\n32720\n\n4.160\n\nGreen\nOaks\nAL\n36618\n\n4.170\n\nArbor\nMills\nGA\n30736\n\n4.180\n\nPala\nVerde\nAL\n36693\n\n5.000\nWFB\n43,000,000.00\n42,964,606.95\nMarriott\nIndianapolis North\nIN\n46240\n3/27/2026\n4/11/2031\n6.9790%\n60\n\n6.000\nLMF\n40,000,000.00\n40,000,000.00\nHampton\nAstoria\nAR\n72223\n2/12/2026\n3/6/2031\n6.3300%\n60\n\n7.000\nZBNA\n32,800,000.00\n32,800,000.00\nBleeker\nStreet Industrial\nNJ\n07041\n12/4/2025\n12/6/2030\n6.5400%\n60\n\n8.000\nGSMC\n27,500,000.00\n27,500,000.00\nDel\nRey Campus\nCA\n90066\n2/12/2026\n3/6/2031\n6.9499%\n60\n\n9.000\nWFB\n25,000,000.00\n25,000,000.00\nMountain\nIndustrial Portfolio\nVarious\nVarious\n5/8/2026\n5/11/2031\n5.0968%\n60\n\n9.010\n\n3150\nHighway 42\nGA\n30248\n\n9.020\n\n1151\nSouth Graham Road\nIN\n46343\n\n9.030\n\n584\nUS Highway 130\nNJ\n08620\n\n9.040\n\n590\nNorthport Parkway\nGA\n31407\n\n9.050\n\n8341\nIndustrial Parkway\nOH\n43064\n\n9.060\n\n650\nBraselton Parkway\nGA\n30517\n\n9.070\n\n482\nChaney Avenue\nIN\n46143\n\n9.080\n\n5000\nNorth Ridge Trail\nFL\n33897\n\n9.090\n\n5005\nSamuell Blvd.\nTX\n75149\n\n9.100\n\n635\nCommunity Drive\nVT\n05403\n\n9.110\n\n6538\n& 6526 Judge Adams Road\nNC\n27377\n\n9.120\n\n4350\nFortune Ave NW\nNC\n28027\n\n9.130\n\n6735\nTrippel Road\nAL\n36582\n\n9.140\n\n1509\nLeestown Road\nKY\n40601\n\n9.150\n\n1601\nBrown Road\nMI\n48359\n\n9.160\n\n22525\nWest 167th Street\nKS\n66062\n\n9.170\n\n1414\nSouth Council Road\nOK\n73128\n\n9.180\n\n4690\nGlobal Avenue NW\nNC\n28027\n\n9.190\n\n3466\nShippers Drive\nMI\n49544\n\n9.200\n\n4555\nWest Highway 146\nKY\n40010\n\n9.210\n\n9780\nMopar Drive\nOH\n44241\n\n9.220\n\n3779\nLake Shore Road\nNY\n14219\n\n9.230\n\n2000\nSouth Walnut Street\nWA\n98233\n\n9.240\n\n3774\nSnyder Road\nTN\n37764\n\n9.250\n\n8951\nMirabel Road\nIN\n46141\n\n9.260\n\n8411\nFlorida Mining Boulevard\nFL\n33634\n\n9.270\n\n900\nHutchinson Place\nTN\n37090\n\n9.280\n\n5440\nHaggerty Lane\nIN\n47905\n\n9.290\n\n5703\nMitchell Avenue\nMO\n64153\n\n9.300\n\n1103\nPowderhouse Road SE\nSC\n29803\n\n9.310\n\n3200\nRodeo Court\nAL\n35022\n\n9.320\n\n14001\nJetport Loop\nFL\n33913\n\n9.330\n\n505\nMorgan Lakes Industrial Blvd.\nGA\n31407\n\n9.340\n\n21200\nSpring Plaza Drive\nTX\n77388\n\nPage 2 of 9\n\nWFCM\n2026-5C9\n\nMORTGAGE\nLOAN SCHEDULE\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nRemaining\nTerm to Maturity (Mos.)\nAmortization\nTerm (Original) (Mos.)\nServicing\n\nFee Rate\nNon-Serviced\nPrimary Fee Rate\n\n1.000\nGSMC,\nRREF DLI\n58,000,000.00\n58,000,000.00\nMall\nat Prince George's\n61\n360\n0.00250%\n\n2.000\nWFB\n51,500,000.00\n51,500,000.00\nCity\nCenter on 6th\n59\n0\n0.00250%\n\n3.000\nSGFC\n50,000,000.00\n49,946,236.56\n535\n& 545 5th Avenue\n56\nNAP\n0.00125%\n0.00125%\n\n4.000\nJPMCB\n45,000,000.00\n45,000,000.00\nSunshine\nLake MHC Portfolio\n59\n0\n0.00250%\n\n4.010\n\nStone\nRidge\n\n4.020\n\nIntercoastal\n\n4.030\n\nLake\nRunnymeade\n\n4.040\n\nBaltimore\nTerrace\n\n4.050\n\nConcord\n\n4.060\n\nThree\nOaks Estates\n\n4.070\n\nPavilion\n\n4.080\n\nBig\nOaks\n\n4.090\n\nCricklewood\n\n4.100\n\nOaklane\n\n4.110\n\nSix-0-Five\n\n4.120\n\nShady\nHaven\n\n4.130\n\nWagon\nWheel\n\n4.140\n\nSunset\n\n4.150\n\nLakeside\nVillage\n\n4.160\n\nGreen\nOaks\n\n4.170\n\nArbor\nMills\n\n4.180\n\nPala\nVerde\n\n5.000\nWFB\n43,000,000.00\n42,964,606.95\nMarriott\nIndianapolis North\n59\n360\n0.00250%\n\n6.000\nLMF\n40,000,000.00\n40,000,000.00\nHampton\nAstoria\n58\n0\n0.00250%\n\n7.000\nZBNA\n32,800,000.00\n32,800,000.00\nBleeker\nStreet Industrial\n55\n0\n0.00250%\n\n8.000\nGSMC\n27,500,000.00\n27,500,000.00\nDel\nRey Campus\n58\n0\n0.00250%\n\n9.000\nWFB\n25,000,000.00\n25,000,000.00\nMountain\nIndustrial Portfolio\n60\n0\n0.00125%\n0.000005%\n\n9.010\n\n3150\nHighway 42\n\n9.020\n\n1151\nSouth Graham Road\n\n9.030\n\n584\nUS Highway 130\n\n9.040\n\n590\nNorthport Parkway\n\n9.050\n\n8341\nIndustrial Parkway\n\n9.060\n\n650\nBraselton Parkway\n\n9.070\n\n482\nChaney Avenue\n\n9.080\n\n5000\nNorth Ridge Trail\n\n9.090\n\n5005\nSamuell Blvd.\n\n9.100\n\n635\nCommunity Drive\n\n9.110\n\n6538\n& 6526 Judge Adams Road\n\n9.120\n\n4350\nFortune Ave NW\n\n9.130\n\n6735\nTrippel Road\n\n9.140\n\n1509\nLeestown Road\n\n9.150\n\n1601\nBrown Road\n\n9.160\n\n22525\nWest 167th Street\n\n9.170\n\n1414\nSouth Council Road\n\n9.180\n\n4690\nGlobal Avenue NW\n\n9.190\n\n3466\nShippers Drive\n\n9.200\n\n4555\nWest Highway 146\n\n9.210\n\n9780\nMopar Drive\n\n9.220\n\n3779\nLake Shore Road\n\n9.230\n\n2000\nSouth Walnut Street\n\n9.240\n\n3774\nSnyder Road\n\n9.250\n\n8951\nMirabel Road\n\n9.260\n\n8411\nFlorida Mining Boulevard\n\n9.270\n\n900\nHutchinson Place\n\n9.280\n\n5440\nHaggerty Lane\n\n9.290\n\n5703\nMitchell Avenue\n\n9.300\n\n1103\nPowderhouse Road SE\n\n9.310\n\n3200\nRodeo Court\n\n9.320\n\n14001\nJetport Loop\n\n9.330\n\n505\nMorgan Lakes Industrial Blvd.\n\n9.340\n\n21200\nSpring Plaza Drive\n\nPage 3 of 9\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nAddress\nCity\n\n9.350\n\n3058\nLakemont Blvd\n3058\nLakemont Boulevard\nFort\nMill\n\n9.360\n\n2000\nLuna Road\n2000\nLuna Road\nCarrollton\n\n9.370\n\n101\nNorth Campus Drive\n101\nNorth Campus Drive\nImperial\n\n9.380\n\n4651\nProsper Drive\n4651\nProsper Drive\nStow\n\n9.390\n\n5025\nTuggle Road\n5025\nTuggle Road\nMemphis\n\n9.400\n\n450\nNorthpointe Court\n450\nNorthpointe Court\nCovington\n\n9.410\n\n1602\nVincent Drive\n1602\nVincent Drive\nSauget\n\n9.420\n\n8644\nPolk Lane\n8644\nPolk Lane\nOlive\nBranch\n\n9.430\n\n800\nLindale Industrial Parkway\n800\nLindale Industrial Parkway\nLindale\n\n9.440\n\n2465\nFontaine Street\n2465\nFontaine Street\nKenton\n\n9.450\n\n1430\nSouth Wolf Road\n1430\nSouth Wolf Road\nWheeling\n\n9.460\n\n2552\nSouth 98th Street\n2552\nSouth 98th Street\nEdwardsville\n\n9.470\n\n1000\nKnell Road\n1000\nKnell Road\nMontgomery\n\n9.480\n\n747\nMill Park Drive\n747\nMill Park Drive\nLancaster\n\n9.490\n\n502\nWest Independence Drive\n502\nWest Independence Drive\nEdinburg\n\n9.500\n\n38401\nAmrhein Road\n38401\nAmrhein Road\nLivonia\n\n9.510\n\n6101\nSW 44th Street\n6101\nSouthwest 44th Street\nOklahoma\nCity\n\n9.520\n\n700\nHudson Road\n700\nHudson Road\nGriffin\n\n9.530\n\n685\nAlliance Parkway\n685\nAlliance Parkway\nHewitt\n\n9.540\n\n5101\nWest Waters Avenue\n5101\nWest Waters Avenue\nTampa\n\n9.550\n\n1935\nBlue Hills Drive\n1935\nBlue Hills Drive Northeast\nRoanoke\n\n9.560\n\n16211\nAir Center Boulevard\n16211\nAir Center Boulevard\nHouston\n\n9.570\n\n8800\nStudley Road\n8800\nStudley Road\nMechanicsville\n\n9.580\n\n6\nKonzen Court\n6\nKonzen Court\nGranite\nCity\n\n9.590\n\n5300\nInternational Drive\n5300\nInternational Drive\nCudahy\n\n9.600\n\n1289\nWalden Avenue\n1289\nWalden Avenue\nCheektowaga\n\n9.610\n\n10551\nN Congress Avenue\n10551\nNorth Congress Avenue\nKansas\nCity\n\n9.620\n\n3736\nTom Andrews Road\n3736\nTom Andrews Road Northwest\nRoanoke\n\n9.630\n\n2701\nSouth 98th Street\n2701\nSouth 98th Street\nEdwardsville\n\n9.640\n\n231\nTheater Drive\n231\nTheater Drive\nDuncansville\n\n9.650\n\n3404\nCragmont Drive\n3404\nCragmont Drive\nTampa\n\n9.660\n\n4\nLiebich Lane\n4\nLiebich Lane\nHalfmoon\n\n9.670\n\n4040\nBusiness Park Court\n4040\nBusiness Park Court\nWinston-Salem\n\n9.680\n\n1270\nNorth Wilkening\n1270\nNorth Wilkening Road\nSchaumburg\n\n9.690\n\n4472\nTechnology Drive\n4472\nTechnology Drive\nRockford\n\n9.700\n\n28000\nFive M Center Drive\n28000\nFive M Center Drive\nRomulus\n\n9.710\n\n3383\nSpirit Way\n3383\nSpirit Way\nGreen\nBay\n\n9.720\n\n9667\nInter-Ocean Drive\n9667\nInter-Ocean Drive\nCincinnati\n\n9.730\n\n2427\nHenry Road NW\n2427\nHenry Road Northwest\nStewartville\n\n9.740\n\n1115\nRegina Graeter Way\n1115\nRegina Graeter Way\nCincinnati\n\n9.750\n\n831\nLone Star Drive\n831\nLone Star Drive\nO'Fallon\n\n9.760\n\n4170\nColumbia Road\n4170\nColumbia Road\nLebanon\n\n9.770\n\n6023\nCentury Oaks Drive\n6023\nCentury Oaks Drive\nChattanooga\n\n9.780\n\n2300\nWestmoreland Street\n2300\nWestmoreland Street\nRichmond\n\n9.790\n\n246\nGlasson Drive\n246\nGlasson Drive\nCorpus\nChristi\n\n9.800\n\n2759\nNorth Garnett Road\n2759\nNorth Garnett Road\nTulsa\n\n9.810\n\n1122\nStony Ridge Road\n1122\nStoney Ridge Road\nCharlottesville\n\n9.820\n\n5313\nMajestic Parkway\n5313\nMajestic Parkway\nBedford\nHeights\n\n9.830\n\n2901\nE Heartland Drive\n2901\nEast Heartland Drive\nLiberty\n\n9.840\n\n1900\nInterstate Boulevard\n1900\nInterstate Boulevard\nLakeland\n\n9.850\n\n50\nHollow Tree Lane\n50\nHollow Tree Lane\nNewington\n\n9.860\n\n440\nUS Highway 49 South\n440\nHighway 49 South\nRichland\n\n9.870\n\n7569\nGolf Course Boulevard\n7569\nGolf Course Boulevard\nPunta\nGorda\n\n9.880\n\n4401\n112th Street\n4401\n112th Street\nUrbandale\n\n9.890\n\n105\nBusiness Park Drive\n105\nBusiness Park Drive\nRidgeland\n\n9.900\n\n7019\nHigh Grove Boulevard\n7019\nHigh Grove Boulevard\nBurr\nRidge\n\n10.000\nWFB\n25,000,000.00\n25,000,000.00\n1500\nPost Oak Boulevard\n1500\nPost Oak Boulevard\nHouston\n\n11.000\nWFB\n25,000,000.00\n25,000,000.00\nThe\nTowers at Cupertino City Center\n20400\n& 20450 Stevens Creek Boulevard\nCupertino\n\n12.000\nWFB\n23,500,000.00\n23,500,000.00\nThe\nGreywood\n3\nWest 36th Street\nNew\nYork\n\n13.000\nWFB\n23,000,000.00\n23,000,000.00\nCasa\nDel Rey and Las Golondrinas Apartments\nVarious\nSan\nGabriel\n\n13.010\n\nCasa\nDel Rey Apartments\n9036\nArcadia Avenue\nSan\nGabriel\n\n13.020\n\nLas\nGolondrinas Apartments\n118\nWest Mission Road\nSan\nGabriel\n\n14.000\nBCREI\n20,000,000.00\n20,000,000.00\nONX\nIndustrial Campus\n6600\nNew Venture Gear Drive\nDeWitt\n\n15.000\nRREF\nDLI\n16,750,000.00\n16,750,000.00\nBurlington\nCrossing\n1825-2050\nMarketplace Drive\nBurlington\n\n16.000\nNREC\n12,000,000.00\n12,000,000.00\nAmsdell\nCompass Portfolio\nVarious\nVarious\n\n16.010\n\nCompass\nSelf-Storage Florida City\n900\nNorth Krome Avenue\nFlorida\nCity\n\n16.020\n\nCompass\nSelf-Storage Hiram\n1680\nHiram Douglasville Highway\nHiram\n\n17.000\nSGFC\n11,700,000.00\n11,700,000.00\nCIG\n- 2 Pack Norfolk Portfolio\nVarious\nNorfolk\n\n17.010\n\n62\nLittle Creek Apartments\n315,\n407 and 411 Ashlawn Drive, 530 East Little Creek Road and 7813 & 7819 Galveston Boulevard\nNorfolk\n\n17.020\n\n53\nFenner Apartments\n7465,\n7468 and 7469 Fenner Street\nNorfolk\n\n18.000\nLMF\n10,500,000.00\n10,500,000.00\nStadium\nLofts Apartments\n120\nWest Avenue\nKannapolis\n\nPage 4 of 9\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nState\nZip\nCode\nNote\nDate\nStated\nMaturity Date\nMortgage\nRate\nOriginal\nTerm to Maturity (Mos.)\n\n9.350\n\n3058\nLakemont Blvd\nSC\n29708\n\n9.360\n\n2000\nLuna Road\nTX\n75006\n\n9.370\n\n101\nNorth Campus Drive\nPA\n15126\n\n9.380\n\n4651\nProsper Drive\nOH\n44224\n\n9.390\n\n5025\nTuggle Road\nTN\n38118\n\n9.400\n\n450\nNorthpointe Court\nLA\n70433\n\n9.410\n\n1602\nVincent Drive\nIL\n62206\n\n9.420\n\n8644\nPolk Lane\nMS\n38654\n\n9.430\n\n800\nLindale Industrial Parkway\nTX\n75706\n\n9.440\n\n2465\nFontaine Street\nOH\n43326\n\n9.450\n\n1430\nSouth Wolf Road\nIL\n60090\n\n9.460\n\n2552\nSouth 98th Street\nKS\n66111\n\n9.470\n\n1000\nKnell Road\nIL\n60538\n\n9.480\n\n747\nMill Park Drive\nOH\n43130\n\n9.490\n\n502\nWest Independence Drive\nTX\n78541\n\n9.500\n\n38401\nAmrhein Road\nMI\n48150\n\n9.510\n\n6101\nSW 44th Street\nOK\n73179\n\n9.520\n\n700\nHudson Road\nGA\n30224\n\n9.530\n\n685\nAlliance Parkway\nTX\n76643\n\n9.540\n\n5101\nWest Waters Avenue\nFL\n33634\n\n9.550\n\n1935\nBlue Hills Drive\nVA\n24012\n\n9.560\n\n16211\nAir Center Boulevard\nTX\n77032\n\n9.570\n\n8800\nStudley Road\nVA\n23116\n\n9.580\n\n6\nKonzen Court\nIL\n62040\n\n9.590\n\n5300\nInternational Drive\nWI\n53110\n\n9.600\n\n1289\nWalden Avenue\nNY\n14211\n\n9.610\n\n10551\nN Congress Avenue\nMO\n64153\n\n9.620\n\n3736\nTom Andrews Road\nVA\n24019\n\n9.630\n\n2701\nSouth 98th Street\nKS\n66111\n\n9.640\n\n231\nTheater Drive\nPA\n16635\n\n9.650\n\n3404\nCragmont Drive\nFL\n33619\n\n9.660\n\n4\nLiebich Lane\nNY\n12065\n\n9.670\n\n4040\nBusiness Park Court\nNC\n27107\n\n9.680\n\n1270\nNorth Wilkening\nIL\n60173\n\n9.690\n\n4472\nTechnology Drive\nIL\n61109\n\n9.700\n\n28000\nFive M Center Drive\nMI\n48174\n\n9.710\n\n3383\nSpirit Way\nWI\n54304\n\n9.720\n\n9667\nInter-Ocean Drive\nOH\n45246\n\n9.730\n\n2427\nHenry Road NW\nMN\n55976\n\n9.740\n\n1115\nRegina Graeter Way\nOH\n45216\n\n9.750\n\n831\nLone Star Drive\nMO\n63366\n\n9.760\n\n4170\nColumbia Road\nOH\n45036\n\n9.770\n\n6023\nCentury Oaks Drive\nTN\n37416\n\n9.780\n\n2300\nWestmoreland Street\nVA\n23230\n\n9.790\n\n246\nGlasson Drive\nTX\n78406\n\n9.800\n\n2759\nNorth Garnett Road\nOK\n74116\n\n9.810\n\n1122\nStony Ridge Road\nVA\n22902\n\n9.820\n\n5313\nMajestic Parkway\nOH\n44146\n\n9.830\n\n2901\nE Heartland Drive\nMO\n64068\n\n9.840\n\n1900\nInterstate Boulevard\nFL\n33805\n\n9.850\n\n50\nHollow Tree Lane\nCT\n06111\n\n9.860\n\n440\nUS Highway 49 South\nMS\n39218\n\n9.870\n\n7569\nGolf Course Boulevard\nFL\n33982\n\n9.880\n\n4401\n112th Street\nIA\n50322\n\n9.890\n\n105\nBusiness Park Drive\nMS\n39157\n\n9.900\n\n7019\nHigh Grove Boulevard\nIL\n60527\n\n10.000\nWFB\n25,000,000.00\n25,000,000.00\n1500\nPost Oak Boulevard\nTX\n77056\n3/2/2026\n3/6/2031\n6.7470%\n60\n\n11.000\nWFB\n25,000,000.00\n25,000,000.00\nThe\nTowers at Cupertino City Center\nCA\n95014\n2/20/2026\n3/11/2031\n6.4420%\n60\n\n12.000\nWFB\n23,500,000.00\n23,500,000.00\nThe\nGreywood\nNY\n10018\n3/17/2026\n4/11/2031\n6.0120%\n60\n\n13.000\nWFB\n23,000,000.00\n23,000,000.00\nCasa\nDel Rey and Las Golondrinas Apartments\nCA\nVarious\n2/2/2026\n2/11/2031\n6.3350%\n60\n\n13.010\n\nCasa\nDel Rey Apartments\nCA\n91775\n\n13.020\n\nLas\nGolondrinas Apartments\nCA\n91776\n\n14.000\nBCREI\n20,000,000.00\n20,000,000.00\nONX\nIndustrial Campus\nNY\n13057\n4/15/2026\n5/6/2031\n7.2100%\n60\n\n15.000\nRREF\nDLI\n16,750,000.00\n16,750,000.00\nBurlington\nCrossing\nWA\n98233\n4/29/2026\n5/6/2031\n5.5730%\n60\n\n16.000\nNREC\n12,000,000.00\n12,000,000.00\nAmsdell\nCompass Portfolio\nVarious\nVarious\n4/2/2026\n4/6/2031\n6.3050%\n60\n\n16.010\n\nCompass\nSelf-Storage Florida City\nFL\n33034\n\n16.020\n\nCompass\nSelf-Storage Hiram\nGA\n30141\n\n17.000\nSGFC\n11,700,000.00\n11,700,000.00\nCIG\n- 2 Pack Norfolk Portfolio\nVA\n23505\n3/10/2026\n4/1/2031\n6.5920%\n60\n\n17.010\n\n62\nLittle Creek Apartments\nVA\n23505\n\n17.020\n\n53\nFenner Apartments\nVA\n23505\n\n18.000\nLMF\n10,500,000.00\n10,500,000.00\nStadium\nLofts Apartments\nNC\n28081\n2/5/2026\n2/6/2031\n6.3000%\n60\n\nPage 5 of 9\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nRemaining\nTerm to Maturity (Mos.)\nAmortization\nTerm (Original) (Mos.)\nServicing\n\nFee Rate\nNon-Serviced\nPrimary Fee Rate\n\n9.350\n\n3058\nLakemont Blvd\n\n9.360\n\n2000\nLuna Road\n\n9.370\n\n101\nNorth Campus Drive\n\n9.380\n\n4651\nProsper Drive\n\n9.390\n\n5025\nTuggle Road\n\n9.400\n\n450\nNorthpointe Court\n\n9.410\n\n1602\nVincent Drive\n\n9.420\n\n8644\nPolk Lane\n\n9.430\n\n800\nLindale Industrial Parkway\n\n9.440\n\n2465\nFontaine Street\n\n9.450\n\n1430\nSouth Wolf Road\n\n9.460\n\n2552\nSouth 98th Street\n\n9.470\n\n1000\nKnell Road\n\n9.480\n\n747\nMill Park Drive\n\n9.490\n\n502\nWest Independence Drive\n\n9.500\n\n38401\nAmrhein Road\n\n9.510\n\n6101\nSW 44th Street\n\n9.520\n\n700\nHudson Road\n\n9.530\n\n685\nAlliance Parkway\n\n9.540\n\n5101\nWest Waters Avenue\n\n9.550\n\n1935\nBlue Hills Drive\n\n9.560\n\n16211\nAir Center Boulevard\n\n9.570\n\n8800\nStudley Road\n\n9.580\n\n6\nKonzen Court\n\n9.590\n\n5300\nInternational Drive\n\n9.600\n\n1289\nWalden Avenue\n\n9.610\n\n10551\nN Congress Avenue\n\n9.620\n\n3736\nTom Andrews Road\n\n9.630\n\n2701\nSouth 98th Street\n\n9.640\n\n231\nTheater Drive\n\n9.650\n\n3404\nCragmont Drive\n\n9.660\n\n4\nLiebich Lane\n\n9.670\n\n4040\nBusiness Park Court\n\n9.680\n\n1270\nNorth Wilkening\n\n9.690\n\n4472\nTechnology Drive\n\n9.700\n\n28000\nFive M Center Drive\n\n9.710\n\n3383\nSpirit Way\n\n9.720\n\n9667\nInter-Ocean Drive\n\n9.730\n\n2427\nHenry Road NW\n\n9.740\n\n1115\nRegina Graeter Way\n\n9.750\n\n831\nLone Star Drive\n\n9.760\n\n4170\nColumbia Road\n\n9.770\n\n6023\nCentury Oaks Drive\n\n9.780\n\n2300\nWestmoreland Street\n\n9.790\n\n246\nGlasson Drive\n\n9.800\n\n2759\nNorth Garnett Road\n\n9.810\n\n1122\nStony Ridge Road\n\n9.820\n\n5313\nMajestic Parkway\n\n9.830\n\n2901\nE Heartland Drive\n\n9.840\n\n1900\nInterstate Boulevard\n\n9.850\n\n50\nHollow Tree Lane\n\n9.860\n\n440\nUS Highway 49 South\n\n9.870\n\n7569\nGolf Course Boulevard\n\n9.880\n\n4401\n112th Street\n\n9.890\n\n105\nBusiness Park Drive\n\n9.900\n\n7019\nHigh Grove Boulevard\n\n10.000\nWFB\n25,000,000.00\n25,000,000.00\n1500\nPost Oak Boulevard\n58\n0\n0.00125%\n0.00125%\n\n11.000\nWFB\n25,000,000.00\n25,000,000.00\nThe\nTowers at Cupertino City Center\n58\n0\n0.00125%\n0.02000%\n\n12.000\nWFB\n23,500,000.00\n23,500,000.00\nThe\nGreywood\n59\n0\n0.00250%\n\n13.000\nWFB\n23,000,000.00\n23,000,000.00\nCasa\nDel Rey and Las Golondrinas Apartments\n57\n0\n0.02250%\n\n13.010\n\nCasa\nDel Rey Apartments\n\n13.020\n\nLas\nGolondrinas Apartments\n\n14.000\nBCREI\n20,000,000.00\n20,000,000.00\nONX\nIndustrial Campus\n60\n0\n0.00125%\n0.00125%\n\n15.000\nRREF\nDLI\n16,750,000.00\n16,750,000.00\nBurlington\nCrossing\n60\n0\n0.00250%\n\n16.000\nNREC\n12,000,000.00\n12,000,000.00\nAmsdell\nCompass Portfolio\n59\n0\n0.00250%\n\n16.010\n\nCompass\nSelf-Storage Florida City\n\n16.020\n\nCompass\nSelf-Storage Hiram\n\n17.000\nSGFC\n11,700,000.00\n11,700,000.00\nCIG\n- 2 Pack Norfolk Portfolio\n59\n0\n0.00250%\n\n17.010\n\n62\nLittle Creek Apartments\n\n17.020\n\n53\nFenner Apartments\n\n18.000\nLMF\n10,500,000.00\n10,500,000.00\nStadium\nLofts Apartments\n57\n0\n0.00250%\n\nPage 6 of 9\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nAddress\nCity\n\n19.000\nRREF\nDLI\n10,500,000.00\n10,500,000.00\nCourtyard\nby Marriott Collierville\n4640\nMerchants Park Circle\nCollierville\n\n20.000\nAREF2\n10,000,000.00\n10,000,000.00\nKirby\nIndustrial\n609\nSouth Kirby Street\nHemet\n\n21.000\nGSMC\n9,325,000.00\n9,325,000.00\nRegency\nSquare\n1715-1877\nSouth Pueblo Boulevard\nPueblo\n\n22.000\nWFB\n7,900,000.00\n7,900,000.00\nDeer\nSprings Apartments\n98\nIsaacks Road\nHumble\n\n23.000\nLMF\n7,500,000.00\n7,500,000.00\nWhitney\nPlace Townhomes\n2032-2117\nSebring Place and 3301 Whitney Road\nClearwater\n\n24.000\nNREC\n6,650,000.00\n6,650,000.00\nOak\nShore Commerce Park\n6455\nU.S. 31 North\nWilliamsburg\n\n25.000\nRREF\nDLI\n6,500,000.00\n6,500,000.00\nWhite\nPond Villa\n477\nWhite Pond Drive\nAkron\n\n26.000\nRREF\nDLI\n6,350,000.00\n6,350,000.00\nCinemark\n46800\nWashington Street\nLa\nQuinta\n\n27.000\nGSMC\n5,500,000.00\n5,500,000.00\nTifton\nStudent Housing\n208\nZoey Way\nTifton\n\n28.000\nAREF2\n5,000,000.00\n5,000,000.00\nGateway\nPlaza at Moorpark\n484\nEast Los Angeles Avenue\nMoorpark\n\n29.000\nLMF\n4,550,000.00\n4,550,000.00\n221\nBaker Road\n221\nBaker Road\nHouston\n\nPage 7 of 9\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nState\nZip\nCode\nNote\nDate\nStated\nMaturity Date\nMortgage\nRate\nOriginal\nTerm to Maturity (Mos.)\n\n19.000\nRREF\nDLI\n10,500,000.00\n10,500,000.00\nCourtyard\nby Marriott Collierville\nTN\n38107\n3/10/2026\n4/6/2031\n7.1800%\n60\n\n20.000\nAREF2\n10,000,000.00\n10,000,000.00\nKirby\nIndustrial\nCA\n92545\n1/29/2026\n2/6/2031\n6.7500%\n60\n\n21.000\nGSMC\n9,325,000.00\n9,325,000.00\nRegency\nSquare\nCO\n81005\n3/5/2026\n3/6/2031\n6.6310%\n60\n\n22.000\nWFB\n7,900,000.00\n7,900,000.00\nDeer\nSprings Apartments\nTX\n77338\n3/13/2026\n4/11/2031\n6.4420%\n60\n\n23.000\nLMF\n7,500,000.00\n7,500,000.00\nWhitney\nPlace Townhomes\nFL\n33760\n1/22/2026\n2/6/2031\n6.5500%\n60\n\n24.000\nNREC\n6,650,000.00\n6,650,000.00\nOak\nShore Commerce Park\nMI\n49690\n1/27/2026\n2/6/2031\n7.3600%\n60\n\n25.000\nRREF\nDLI\n6,500,000.00\n6,500,000.00\nWhite\nPond Villa\nOH\n44320\n1/30/2026\n2/6/2031\n7.0540%\n60\n\n26.000\nRREF\nDLI\n6,350,000.00\n6,350,000.00\nCinemark\nCA\n92253\n12/22/2025\n1/6/2031\n6.5700%\n60\n\n27.000\nGSMC\n5,500,000.00\n5,500,000.00\nTifton\nStudent Housing\nGA\n31793\n3/6/2026\n3/6/2031\n6.3490%\n60\n\n28.000\nAREF2\n5,000,000.00\n5,000,000.00\nGateway\nPlaza at Moorpark\nCA\n93021\n4/17/2026\n5/6/2031\n6.6400%\n60\n\n29.000\nLMF\n4,550,000.00\n4,550,000.00\n221\nBaker Road\nTX\n77094\n1/21/2026\n2/6/2031\n6.6900%\n60\n\nPage 8 of 9\n\nMortgage\nLoan Number\nMortgage\nLoan Seller\nOriginal\nPrincipal Balance ($)\nCut-off\nDate Principal Balance ($)\nProperty\nName\nRemaining\nTerm to Maturity (Mos.)\nAmortization\nTerm (Original) (Mos.)\nServicing\n\nFee Rate\nNon-Serviced\nPrimary Fee Rate\n\n19.000\nRREF\nDLI\n10,500,000.00\n10,500,000.00\nCourtyard\nby Marriott Collierville\n59\n0\n0.00250%\n\n20.000\nAREF2\n10,000,000.00\n10,000,000.00\nKirby\nIndustrial\n57\n0\n0.00125%\n0.00125%\n\n21.000\nGSMC\n9,325,000.00\n9,325,000.00\nRegency\nSquare\n58\n0\n0.00250%\n\n22.000\nWFB\n7,900,000.00\n7,900,000.00\nDeer\nSprings Apartments\n59\n0\n0.00250%\n\n23.000\nLMF\n7,500,000.00\n7,500,000.00\nWhitney\nPlace Townhomes\n57\n0\n0.00250%\n\n24.000\nNREC\n6,650,000.00\n6,650,000.00\nOak\nShore Commerce Park\n57\n360\n0.00250%\n\n25.000\nRREF\nDLI\n6,500,000.00\n6,500,000.00\nWhite\nPond Villa\n57\n0\n0.00250%\n\n26.000\nRREF\nDLI\n6,350,000.00\n6,350,000.00\nCinemark\n56\n0\n0.00250%\n\n27.000\nGSMC\n5,500,000.00\n5,500,000.00\nTifton\nStudent Housing\n58\n0\n0.00250%\n\n28.000\nAREF2\n5,000,000.00\n5,000,000.00\nGateway\nPlaza at Moorpark\n60\n0\n0.00250%\n\n29.000\nLMF\n4,550,000.00\n4,550,000.00\n221\nBaker Road\n57\n0\n0.00250%\n\nPage 9 of 9\n\nEXHIBIT C\n\nFORM OF INVESTMENT REPRESENTATION LETTER\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\n[OR OTHER CERTIFICATE REGISTRAR]\n\nWells Fargo Commercial Mortgage Securities, Inc.\n\nc/o Wells Fargo Securities, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York 10001\n\nAttention: A.J. Sfarra\n\nRe:\nTransfer of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nTo the above-mentioned addressees:\n\nThis letter is delivered\npursuant to Section 5.03 of the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and\nServicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer,\nRialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche\nBank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on\nbehalf of the holders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\nin connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)\nof $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (collectively,\nthe “Certificates”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed\nto such terms in the Pooling and Servicing Agreement.\n\nIn connection with such transfer,\nthe Purchaser hereby represents and warrants to you and the addressees hereof as follows:\n\n1.                 \nCheck one of the following:*\n\n☐\nThe Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the Securities Act of 1933,\n\n* Purchaser\nmust select one of the following two certifications.\n\n EXH. C-1 \n\n \n\nas amended (the “Securities Act”)\nor any entity in which all of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2),\n(3) or (7) of Regulation D (each, an “Institutional Accredited Investor”) and has such knowledge and experience in\nfinancial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser\nand any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment.\nThe Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional\nAccredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse\nthe Trust for any costs incurred by it in connection with this transfer.\n\n☐\nThe Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.\n\n2.                 \nThe Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account\nor (b) for reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any\nevent with the view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R\nCertificate) to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate\nRegistrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable\nto the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the\nreceipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge\nor transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust\nfor any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent\nCertificates) have not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of\nthe Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or\nintent to reoffer, resell, pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed\nherein.\n\n3.                 \nThe Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,\nthe “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum\nand the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials referred\nto therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated\nby the Prospectus.\n\n4.                 \nThe Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered\nor qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates cannot\nbe reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such\nregistration or qualification is available.\n\n EXH. C-2 \n\n \n\n5.                 \nThe Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity\nas an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as\nif it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders\npresent and future.\n\n6.                 \nThe Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03\nof the Pooling and Servicing Agreement.\n\n7.                 \nCheck one of the following:**\n\n☐\nThe Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).\n\n☐\nThe Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.\n\nFor purposes of this paragraph 7, “U.S.\nTax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided in\napplicable Treasury regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or\nthe District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose\nincome is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able\nto exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority\nto control all substantial decisions of such trust (or, to the extent\n\n** Each\nPurchaser must select one of the two alternative certifications.\n\n***   Does\nnot apply to a transfer of Class R Certificates.\n\n EXH. C-3 \n\n \n\nprovided in applicable Treasury regulations,\ncertain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).\n\n8.                 \nPlease make all payments due on the Certificates:****\n\n☐\n(a)\nby wire transfer pursuant to wire instructions provided by the Purchaser.\n\n☐\n(b)\nby mailing a check or draft to the following address:\n\n \n \n \n\n \n \n \n\n \n \n \n\n9.                 \nIf the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership\nfor U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts\nor other pass-through entities by a Disqualified Non-U.S. Tax Person.\n\n \nVery truly yours,\n\n \n \n \n\n \n \n\n \n[The Purchaser]\n\n \n \n \n\n \n \n \n\n \nBy: \n \n\n \n \nName:\n\n \n \nTitle:\n\n****\nOnly to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.\n\n EXH. C-4 \n\n \n\nEXHIBIT D-1\n\nFORM OF TRANSFEREE AFFIDAVIT\n\nFOR TRANSFERS OF CLASS R CERTIFICATES\n\n[Date]\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\n[OR OTHER CERTIFICATE REGISTRAR]\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated and effective as of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer\n\nSTATE OF\n)\n\n \n)     ss.:\n\nCOUNTY OF                                \n)\n\nI, [______], under penalties\nof perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being\nfirst sworn, depose and say that:\n\n1.                 \nI am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.\n\n2.                 \nThe Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage\ninvestment conduits (each, a “Trust REMIC”) designated as the (i)  “Lower-Tier REMIC” and\n(ii) “Upper-Tier REMIC”, respectively, relating to the Certificates for which an election is to be made under\nSection 860D of the Internal Revenue Code of 1986, as amended (the “Code”).\n\n3.                 \nThe Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring\nthe Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record\nor beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following:\n(i) the United States, any State or political subdivision thereof, any\n\n EXH. D-1-1 \n\n \n\npossession of the United States or any agency\nor instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject\nto tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such governmental\nunit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any\norganization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of\nthe Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect\nto the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural\nelectric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated\nby the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator\n(at no expense to the Trustee or the Certificate Administrator) that the holding of an ownership interest in a Class R Certificate\nby such Person may cause a Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having\nan ownership interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the\nCode that would not otherwise be imposed but for the Transfer of an ownership interest in a Class R Certificate to such Person.\nThe terms “United States,” “State” and “international organization” shall have the meanings set forth\nin Section 7701 of the Code or successor provisions.\n\n4.                  The\nPurchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,\non an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.\n\n5.                 \nThe Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification\nnumber is [__________].\n\n6.                 \nNo purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.\n\n7.                  The\nPurchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,\nwithin the meaning of an applicable income tax treaty, of the Purchaser or any other person.\n\n8.                 \nCheck the applicable paragraph:\n\n☐             The\npresent value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed\nthe sum of:\n\n(i)               \nthe present value of any consideration given to the Purchaser to acquire such Class R Certificate;\n\n(ii)              the\npresent value of the expected future distributions on such Class R Certificate; and\n\n(iii)             the\npresent value of the anticipated tax savings associated with holding such Class R Certificate as the related Trust REMIC generates\nlosses.\n\n EXH. D-1-2 \n\n \n\nFor purposes of this calculation,\n(i) the Purchaser is assumed to pay tax at the rate currently specified in Section 11(b) of the Code (but the tax rate in\nSection 55(b)(1)(B) of the Code may be used in lieu of the corporate income tax rate specified in Section 11(b) of the Code\nif the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will\ncompute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed\nusing a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer\nand the compounding period used by the Purchaser.\n\n☐            The\ntransfer of the Class R Certificate complies with Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,\n\n(i)                 the\nPurchaser is an “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income\nfrom the Class R Certificate will only be taxed in the United States;\n\n(ii)              \nat the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the\nPurchaser had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the\nmeaning of Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;\n\n(iii)              the\nPurchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations\nSection 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii)\nand Treasury Regulations Section 1.860E-1(c)(5); and\n\n(iv)              the\nPurchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,\nbut not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and\nother factors specific to the Purchaser) that it has determined in good faith.\n\n☐            None\nof the above.\n\n9.                The\nPurchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser\nintends to pay taxes associated with holding the Class R Certificates as they become due.\n\n10.             The\nPurchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated\nby such Certificate.\n\n11.             The\nPurchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless\nthe Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement\nin substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer\nif it knows or believes that any representation contained in such affidavit and agreement is false.\n\n EXH. D-1-3 \n\n \n\n12.             \nThe Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person\nthat is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor\nto remain a Permitted Transferee.\n\n13.             \nThe Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to\nconstitute a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted\nTransferee.\n\n14.             \nThe Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which\nprovisions is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such\nprovisions.\n\n15.             \nThe Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each\nTrust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.\n\nCapitalized terms used but\nnot defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.\n\nIN WITNESS WHEREOF, the Purchaser\nhas caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.\n\nBy:\n\nName:\n\nTitle:\n\nBy:\n\nName:\n\nTitle:\n\n EXH. D-1-4 \n\n \n\nOn this ____ day of _______20__,\nbefore me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared\n______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument\nand to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that they\nexecuted the same as their respective free acts and deeds and as the free act and deed of the Purchaser.\n\nNOTARY PUBLIC in and for the\n\nState of\n\n[SEAL]\n\nMy commission expires:\n\n EXH. D-1-5 \n\n \n\nEXHIBIT D-2\n\nFORM OF TRANSFEROR LETTER FOR TRANSFERS\n\nOF CLASS R CERTIFICATES\n\n[Date]\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\n[OR OTHER CERTIFICATE REGISTRAR]\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\n(the “Certificates”)\n\nTo the above-mentioned addressees:\n\nThis letter is delivered\nto you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)\nof Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).\nThe Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated and effective\nas of May 1, 2026 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc.,\nas Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National\nAssociation, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating\nAdvisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings\nset forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar,\nthat:\n\n1.                 \nNo purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will\nbe to impede the assessment or collection of any tax.\n\n2.                 \nThe Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling\nand Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.\n\n3.                 \nThe Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee\nas contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined\nthat the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee\nwill not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates\nmay not be\n\n EXH. D-2-1 \n\n \n\nrespected for United States income tax purposes\n(and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted\nsuch an investigation.\n\nVery truly yours,\n\n(Transferor)\n\nBy:\n\nName:\n\nTitle:\n\n EXH. D-2-2 \n\n \n\nEXHIBIT\nE\n\nFORM OF REQUEST FOR RELEASE\n\n(for Custodian)\n\nLoan Information\n\n \nName of Mortgagor:\n\n \n[Master Servicer]\n\n[Special Servicer]\n\nLoan No.:\n\nCustodian\n\n \nName:\nComputershare Trust Company, National Association\n\n \nAddress:\n1055 10th Ave SE\n\nMinneapolis, Minnesota 55414\n\nAttention: Document Custody Group\n\nWFCM 2026-5C9\n\n \nCustodian/Trustee\n\nMortgage File No.:\n\nDepositor\n\n \nName:\nWells Fargo Commercial Mortgage Securities, Inc.\n\n \nAddress:\nc/o Wells Fargo Securities, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York 10001\n\nAttention: A.J. Sfarra\n\n \nCertificates:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates,\n\nSeries 2026-5C9\n\nThe undersigned [Master Servicer][Special\nServicer] hereby requests delivery from Computershare Trust Company, National Association, as custodian (the “Custodian”),\nand on behalf of Deutsche Bank National Trust Company, as trustee (the “Trustee”), for the Holders of Wells Fargo Commercial\nMortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, the documents referred to below (the “Documents”).\nAll capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the\n\n EXH. E-1 \n\n \n\nPooling and Servicing Agreement dated and effective\nas of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital\nAdvisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National\nTrust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling\nand Servicing Agreement”).\n\n(  )\n\n(  )\n\n(  )\n\n(  )\n\nThe undersigned [Master Servicer][Special\nServicer] hereby acknowledges and agrees as follows:\n\n1.                 \nThe [Master Servicer][Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,\nsolely for the purposes provided in the Pooling and Servicing Agreement.\n\n2.                 \nThe [Master Servicer][Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,\nliens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert\nor seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in\nthe Pooling and Servicing Agreement.\n\n3.                 \nThe [Master Servicer][Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless\nthe Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the\nCollection Account except as expressly provided in the Pooling and Servicing Agreement.\n\n4.                 \nThe Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special\nServicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer][Special Servicer] shall keep the Documents\nseparate and distinct from all other property in the [Master Servicer’s][Special Servicer’s] possession, custody or control.\n\n[______________]\n\nBy:\n\nName:\n\nTitle:\n\n EXH. E-2 \n\n \n\nDated:\n\n EXH. E-3 \n\n \n\nEXHIBIT F-1\n\nFORM OF ERISA REPRESENTATION LETTER\n\nREGARDING ERISA RESTRICTED CERTIFICATES\n\nComputershare Trust Company, National Association,\n\nas Certificate Administrator\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\n[OR OTHER CERTIFICATE REGISTRAR]\n\nWells Fargo Commercial Mortgage Securities, Inc.\n\nc/o Wells Fargo Securities, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York 10001\n\nAttention: A.J. Sfarra\n\nRe:\nTransfer of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nTo the above-mentioned addressees:\n\nThe undersigned (the “Purchaser”)\nproposes to purchase US $[___] aggregate initial [Notional Amount][Certificate Balance] in the Wells Fargo Commercial Mortgage Trust 2026-5C9,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9, Class [F][X-F][G-RR][H-RR][J-RR] Certificates issued pursuant to that\ncertain Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not\notherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.\n\nIn connection with such transfer,\nthe undersigned hereby represents and warrants to you as follows:\n\n1.                 \nThe Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility\nprovisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975\nof the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)\nof ERISA) or other plan that is subject to any federal, state or local law (“Similar Law”) that is, to a material extent,\nsimilar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of\nor using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity\nby such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)\nof\n\nEXH. F-1-1\n\nERISA), other than an insurance company using\nthe assets of its general account under circumstances whereby the purchase and holding of Certificates by such insurance company will\nbe exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case\nof a Plan subject to Similar Law, where the purchase, holding or disposition of such Certificate will not constitute or result in a non-exempt\nviolation of applicable Similar Law).\n\n2.                 \nThe Purchaser understands that if the Purchaser is or becomes a person referred to in 1(a) or (b) above, such Purchaser\nis required to provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the\nTrustee, the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser\nor transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975\nof the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate\nRegistrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters, the Operating Advisor,\nthe Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,\nSection 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which\nOpinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer, any sub-servicer, the Trustee,\nthe Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers,\nthe Underwriters or the Trust.\n\nIN WITNESS WHEREOF, the Purchaser\nhereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.\n\nVery truly yours,\n\n[The Purchaser]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\nEXH. F-1-2\n\nEXHIBIT F-2\n\nFORM OF ERISA REPRESENTATION LETTER\n\nREGARDING CLASS R CERTIFICATES\n\n[Date]\n\nComputershare Trust Company, National Association,\n\nas Certificate Administrator\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\n[OR OTHER CERTIFICATE REGISTRAR]\n\n[Transferor]\n\n[______]\n\n[______]\n\nAttention: [______]\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nTo the above-mentioned addressees:\n\nThe undersigned (the “Purchaser”)\nproposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C9, Class R Certificates (the “Class R Certificate”) issued pursuant to that\ncertain Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not\notherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.\n\nIn connection with such transfer,\nthe undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is not and will\nnot become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income\nSecurity Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code of 1986, as amended\n(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to\nany federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”)\nor (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets\nby reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101,\nas modified by Section 3(42) of ERISA) to purchase such Class R Certificate.\n\nEXH. F-2-1\n\nIN WITNESS WHEREOF, the Purchaser\nhereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.\n\nVery truly yours,\n\n[The Purchaser]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\nEXH. F-2-2\n\nEXHIBIT G\n\nFORM OF DISTRIBUTION DATE STATEMENT\n\nSee Annex B to the Prospectus\n\n \n\nEXH. G-1\n\nEXHIBIT H\n\nFORM OF OMNIBUS ASSIGNMENT\n\n[NAME OF CURRENT ASSIGNOR]\nhaving an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the receipt\nand sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse, representation\nor warranty, express or implied, unto “Deutsche Bank National Trust Company, as Trustee for the registered holders of Wells Fargo\nCommercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9” (the “Assignee”),\nhaving an office at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Corporate\nTrust Services (CMBS) – WFCM 2026-5C9, its successors and assigns, all right, title and interest of the Assignor in and to:\n\nThat certain mortgage and security\nagreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the “Security\nInstrument”), and that certain Promissory Note (the “Mortgage Note”), for each of the Mortgage Loans shown\non the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases and rents given in connection\ntherewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance policies, certificates of deposit,\nletters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising out of and/or executed\nand/or delivered in or to or with respect to the Security Instrument and the Mortgage Note, together with any other documents or instruments\nexecuted and/or delivered in connection with or otherwise related to the Security Instrument and the Mortgage Note.\n\nIN WITNESS WHEREOF, the Assignor\nhas executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].\n\n[NAME OF CURRENT ASSIGNOR]\n\nBy:\n\nName:\n\nTitle:\n\nEXH. H-1\n\nEXHIBIT I\n\nFORM OF TRANSFER CERTIFICATE FOR RULE 144A\n\nBOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S\n\nBOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD\n\n(Exchanges or transfers pursuant to Section 5.03(c)\n\nof the Pooling and Servicing Agreement)\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nReference is hereby made to\nthe Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not\ndefined herein shall have the meanings given to them in the Pooling and Servicing Agreement.\n\nThis letter relates to US\n$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which\nare held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])\nwith the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an\nexchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate\nof such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*\n(Common Code No. [______]).\n\nIn connection with such request\nand in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with\nthe transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S\n(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and\naccordingly the Transferor does hereby certify that:\n\n* Select\nappropriate depository.\n\nEXH. I-1\n\n(1)       the\noffer of the Certificates was not made to a person in the United States;\n\n[(2)     at\nthe time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf\nreasonably believed and believes that the transferee was outside the United States;]**\n\n[(2)     the\ntransaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any\nperson acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**\n\n(3)       no\n“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention\nof the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and\n\n(4)       the\ntransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special\nServicer, the Asset Representations Reviewer and the Initial Purchasers.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\n**\nInsert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.\n\nEXH. I-2\n\nEXHIBIT J\n\nFORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY\n\nCERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER\n\nRESTRICTED PERIOD\n\n(Exchange or transfers pursuant to Section 5.03(d)\n\nof the Pooling and Servicing Agreement)\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nReference is hereby made to\nthe Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not\ndefined herein shall have the meanings given to them in the Pooling and Servicing Agreement.\n\nThis letter relates to US $[______]\naggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held\nin the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the\nDepository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange\nor transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS\nNo. [______], ISIN No. [______], and Common Code No. [______]).\n\nIn connection with such request\nand in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with\nthe transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)\nunder the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify\nthat:\n\n(1)       the\noffer of the Certificates was not made to a person in the United States,\n\nEXH. J-1\n\n[(2)     at\nthe time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf\nreasonably believed and believes that the transferee was outside the United States,]*\n\n[(2)     the\ntransaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any\nperson acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*\n\n(3)       no\n“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention\nof the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and\n\n(4)       the\ntransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special\nServicer, the Asset Representations Reviewer and the Initial Purchasers.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\n*\nInsert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.\n\nEXH. J-2\n\nEXHIBIT K\n\nFORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-\n\nENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING\n\nRESTRICTED PERIOD\n\n(Exchange or transfers pursuant to Section 5.03(e)\n\nof the Pooling and Servicing Agreement)\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nReference is hereby made to\nthe Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not\ndefined herein shall have the meanings given to them in the Pooling and Servicing Agreement.\n\nThis letter relates to US $[______]\naggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held\nin the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]\nand ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the name of\n[insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial\ninterest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).\n\nIn connection with such request,\nand in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance\nwith Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),\nto a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts\nwith respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified\ninstitutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A\nand\n\n*\nSelect appropriate depository.\n\nEXH. K-1\n\nin accordance with any applicable securities\nlaws of any state of the United States or other applicable jurisdiction.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special\nServicer, the Asset Representations Reviewer and the Initial Purchasers.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. K-2\n\nEXHIBIT L\n\nFORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-\n\nENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER\n\nRESTRICTED PERIOD\n\n(Exchanges pursuant to Section 5.03(f)\n\nof the Pooling and Servicing Agreement)\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nReference is hereby made to\nthe Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not\ndefined herein shall have the meanings given to them in the Pooling and Servicing Agreement.\n\n[For purposes of acquiring\na beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted\nPeriod,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*\nthe undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above\nissued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under\nthe Securities Act of 1933, as amended.\n\nWe undertake to advise you\npromptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates\nof the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence\nof any such notification it may be assumed that this certification applies as of such date.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we\n\n*\nSelect, as applicable.\n\nEXH. L-1\n\nirrevocably authorize you to produce this certificate\nto any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit\nof the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset\nRepresentations Reviewer and the Initial Purchasers.\n\nDated:\n\nBy:\n\nas, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.\n\nEXH. L-2\n\nEXHIBIT M\n\nFORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO\n\nTEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE\n\n(Exchanges or transfers pursuant to Section 5.03(g)\n\nof the Pooling and Servicing Agreement)\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nReference is hereby made to\nthe Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not\ndefined herein shall have the meanings given to them in the Pooling and Servicing Agreement.\n\nThis letter relates to US $[______]\naggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held\nin the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”).\nThe Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Temporary Regulation S\nBook-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with [Euroclear] [Clearstream]*\n(Common Code [______]) through the Depository.\n\nIn connection with such request,\nand in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with\nthe transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S\n(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and\naccordingly the Transferor does hereby certify that:\n\n(1)       the\noffer of the Certificates was not made to a person in the United States;\n\n*\nSelect appropriate depository.\n\nEXH. M-1\n\n[(2)     at\nthe time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf\nreasonably believed and believes that the transferee was outside the United States;]**\n\n[(2)     the\ntransaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any\nperson acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**\n\n(3)       no\n“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention\nof the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and\n\n(4)       the\ntransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating\nAdvisor, the Asset Representations Reviewer and the Initial Purchasers.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\n**\nInsert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.\n\nEXH. M-2\n\nEXHIBIT N\n\nFORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO\n\nREGULATION S BOOK-ENTRY CERTIFICATE\n\n(Exchange or transfers pursuant to Section 5.03(g)\n\nof the Pooling and Servicing Agreement)\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__]\n\nReference is hereby made to\nthe Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not\ndefined herein shall have the meanings given to them in the Pooling and Servicing Agreement.\n\nThis letter relates to US $[______]\naggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held\nin the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”).\nThe Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Regulation S\nBook-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).\n\nIn connection with such request,\nand in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with\nthe transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)\nunder the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify\nthat:\n\n(1)       the\noffer of the Certificates was not made to a person in the United States,\n\nEXH. N-1\n\n[(2)     at\nthe time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf\nreasonably believed and believes that the transferee was outside the United States,]*\n\n[(2)     the\ntransaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any\nperson acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*\n\n(3)       no\n“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention\nof the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and\n\n(4)       the\ntransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce\nthis certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit\nand the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating\nAdvisor, the Asset Representations Reviewer and the Initial Purchasers.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\n*\nInsert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.\n\nEXH. N-2\n\nEXHIBIT O\n\nFORM OF TRANSFER CERTIFICATE\n\nFOR NON-BOOK ENTRY CERTIFICATE\n\nTO RULE 144A BOOK-ENTRY CERTIFICATE\n\n(Exchange or transfers pursuant to Section 5.03(g)\n\nof the Pooling and Servicing Agreement)\n\nComputershare Trust Company, National Association,\n\nas Certificate Registrar\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: CTS - Certificate Transfer Services – WFCM 2026-5C9\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9, Class [__] Certificates\n\nReference is hereby made to\nthe Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not\ndefined herein shall have the meanings given to them in the Pooling and Servicing Agreement.\n\nThis letter relates to US $[______]\naggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held\nin the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor] (the “Transferor”).\nThe Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry\nCertificate of such Class (CUSIP No. [______]).\n\nIn connection with such request,\nand in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance\nwith Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),\nto a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts\nwith respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified\ninstitutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A\nand in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.\n\nWe understand that this certificate\nis required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings\nare commenced or threatened in connection with which this certificate is or would be relevant, we\n\nEXH. O-1\n\nirrevocably authorize you to produce this certificate\nto any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit\nof the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset\nRepresentations Reviewer and the Initial Purchasers.\n\n[Insert Name of Transferor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. O-2\n\nEXHIBIT P-1A\n\nFORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY AND/or\n\nthe risk retention consultation party\n\n(FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR\n\nA CONTROLLING CLASS CERTIFICATEHOLDER)\n\n[Date]\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nEmail: trustadministrationgroup@computershare.com\n\nCCTCMBSBondAdmin@computershare.com\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nIn accordance with the Pooling\nand Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”), among Wells\nFargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,\nComputershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and\nPentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),\nthe undersigned hereby certifies and agrees as follows:\n\n1.                 \nThe undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion\nHolder or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).\n\n2.                 \nThe undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.\n\n3.                 \nIn the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the\nundersigned has received a copy of the Prospectus.\n\n4.                 \n**[FOR PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]**\n\n5.                 \nThe undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)\non the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto (also,\nthe “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration of the disclosure\nto the undersigned of the Information, or the access thereto, the\n\nEXH. P-1A-1\n\nundersigned will keep the Information confidential\n(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,\nfrom its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is\nsubject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned\nor by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)\nin any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such\nInformation confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective\npurchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced\nabove. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the\nSecurities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would\nrequire registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.\n\n6.                 \nThe undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives\nand shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense\nincurred thereby with respect to any such breach by the undersigned or any of its Representatives.\n\n7.                 \nThe undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate\nAdministrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned\nhas properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s\nWebsite.\n\n8.                 \nCapitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing\nAgreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\nBy:\n\nTitle:\n\nCompany:\n\nPhone:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. P-1A-2\n\nEXHIBIT P-1B\n\nFORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE\n\nDIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS\n\nCERTIFICATEHOLDER)\n\n[Date]\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland  21045-1951\n\nAttention:  Corporate Trust Services\n\n                   (CMBS) – WFCM Series 2026-5C9\n\ntrustadministrationgroup@computershare.com\n\nCCTCMBSBondAdmin@computershare.com\n\nwith a copy to:\n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, GA 30326\n\nAttention: Legal Department\n\nEmail: Legaldepartment@trimont.com\n\n \n\nPentalpha Surveillance LLC\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction\n\nManager\n\nWith a copy sent via email to: *notices@pentalphasurveillance.com* (with\n\nWFCM 2026-5C9 in the subject line)\n\nComputershare Trust Company, National Association\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: Corporate Trust Services\n\n(CMBS) –\nWFCM Series 2026-5C9\n\nDeutsche Bank National Trust Company\n\n1761 East St. Andrew Place\n\nSanta Ana, California 92705\n\nAttention: Trust Administration – WFCM 2026-5C9\n\nEmail: cmbsadmin@list.db.com\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff,\n\nNiral Shah and Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com,\n\njeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com,\n\nadam.singer@rialtocapital.com\n \n\nEXH. P-1B-1\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nIn accordance with the Pooling\nand Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”), among Wells\nFargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,\nComputershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and\nPentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),\nthe undersigned hereby certifies and agrees as follows:\n\n1.                 \nThe undersigned is the Directing Certificateholder or a Controlling Class Certificateholder.\n\n2.                 \nThe undersigned has received a copy of the Prospectus.\n\n3.                 \n**The undersigned is not a Borrower Party.**\n\n4.                 \nThe undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)\non the Certificate Administrator’s Website and may from time to time request information from the Master Servicer or Special Servicer\n[and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant\nto the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or\nthe access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making\nan evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental\nor banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent\nof the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives\n(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,\nthat the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned\nreceives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective\npurchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which\ncould result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the\nSecurities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5\nof the Securities Act.\n\n5.                 \nThe undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives\nand shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense\nincurred thereby with respect to any such breach by the undersigned or any of its Representatives.\n\nEXH. P-1B-2\n\n6.                 \nAt any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver\nthe certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices\nattached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.\n\n7.                 \nThe undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate\nAdministrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the\nundersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate\nAdministrator’s Website.\n\n8.                 \n[For use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy\nof this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling\nand Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered\nmail, postage prepaid].\n\n9.                 \nCapitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing\nAgreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\nBy:\n\nTitle:\n\nCompany:\n\nPhone:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. P-1B-3\n\nEXHIBIT P-1C\n\nFORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS\n\nOTHER THAN THE DIRECTING CERTIFICATEHOLDER, the risk retention\n\nconsultation party AND/OR A CONTROLLING CLASS\n\nCERTIFICATEHOLDER)\n\n[Date]\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services (CMBS) – WFCM Series 2026-5C9\n\nEmail: trustadministrationgroup@computershare.com\n\nCCTCMBSBondAdmin@computershare.com\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: Legaldepartment@trimont.com\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nIn accordance with the Pooling\nand Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”), among Wells\nFargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,\nComputershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and\nPentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),\nthe undersigned hereby certifies and agrees as follows:\n\nEXH. P-1C-1\n\n1.                 \nThe undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion\nHolder (or any investment advisor or manager or other representative of the foregoing).\n\n2.                 \nThe undersigned is not the Directing Certificateholder, the Risk Retention Consultation Party or a Controlling Class Certificateholder.\n\n3.                 \nIn the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate,\nthe undersigned has received a copy of the Prospectus.\n\n4.                 \n**The undersigned is a Borrower Party.**\n\n5.                 \nThe undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration\nof the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution\nDate Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing\nthe related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies\nto which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,\nbe otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,\nthe “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations\nof the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the date that the undersigned\nreceives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial\nowner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Distribution\nDate Statement in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities\nAct”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered\npursuant to Section 5 of the Securities Act.\n\n6.                 \nThe undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives\nand shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense\nincurred thereby with respect to any such breach by the undersigned or any of its Representatives.\n\n7.                 \nThe undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement\non the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or\nverify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses\nthe Certificate Administrator’s Website.\n\n8.                 \nCapitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing\nAgreement.\n\nEXH. P-1C-2\n\nEXH. P-1C-3\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. P-1C-4\n\nEXHIBIT P-1D\n\nFORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR THE\n\nDIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS\n\nCERTIFICATEHOLDER)\n\n[Date]\n\n \n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: Legaldepartment@trimont.com\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services\n\n(CMBS) – WFCM Series 2026-5C9\n\ntrustadministrationgroup@computershare.com\n\nCCTCMBSBondAdmin@computershare.com\n\nComputershare Trust Company, National Association\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: Corporate Trust Services (CMBS) –\n\nWFCM Series 2026-5C9\n\nDeutsche Bank National Trust Company\n\n1761 East St. Andrew Place\n\nSanta Ana, California 92705\n\nAttention: Trust Administration – WFCM 2026-5C9\n\nEmail: cmbsadmin@list.db.com\n\nPentalpha Surveillance LLC\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction\n\nManager\n\nWith a copy sent via email to: *notices@pentalphasurveillance.com* (with WFCM\n\n2026-5C9 in the subject line)\n\n \n\nEXH. P-1D-1\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff,\n\nNiral Shah and Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com, jeff.krasnoff@ rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com\n \n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nIn accordance with the Pooling\nand Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”), among Wells\nFargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,\nComputershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and\nPentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),\nthe undersigned hereby certifies and agrees as follows:\n\n1.                 \nThe undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].\n\n2.                 \n**The undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):**\n\n**[IDENTIFY [EXCLUDED LOAN][EXCLUDED\nCONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)**\n\n**The undersigned is not\na Borrower Party with respect to any other Mortgage Loan.**\n\n3.                 \nThe undersigned has received a copy of the Prospectus.\n\n4.                 \nExcept with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to\nthe Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s\nWebsite [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)\npursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,\nor the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in\nmaking an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such\ngovernmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior\nwritten consent of the\n\nEXH. P-1D-2\n\nDepositor, be otherwise disclosed by the undersigned\nor by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)\nin any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such\nInformation confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective\npurchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced\nabove. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the\nSecurities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would\nrequire registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.\n\n5.                 \nThe undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as\ndefined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the\nundersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access\nto such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.\n\n6.                 \nThe undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives\nand shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense\nincurred thereby with respect to any such breach by the undersigned or any of its Representatives.\n\n7.                 \nTo the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise\nreceives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly\nprovide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder,\n(C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the\nrelated Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct\nor indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate\npolicies and procedures in place in order to comply with the obligations described in clause (i) above.\n\n8.                 \nThe undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate\nAdministrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the\nundersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate\nAdministrator’s Website.\n\n9.                 \nThe undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been\ndelivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed\nabove [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].\n\nEXH. P-1D-3\n\n10.             \nCapitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing\nAgreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. P-1D-4\n\nEXHIBIT P-1E\n\nFORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER\n\n[Date]\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: Legaldepartment@trimont.com\n\n \n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services\n\n(CMBS) –\nWFCM Series 2026-5C9\n\ntrustadministrationgroup@computershare.com\n\nCCTCMBSBondAdmin@computershare.com\n\n \n\nDeutsche Bank National Trust Company\n\n1761 East St. Andrew Place\n\nSanta Ana, California 92705\n\nAttention: Trust Administration – WFCM 2026-5C9\n\nEmail: cmbsadmin@list.db.com\n\nPentalpha Surveillance LLC\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction\n\nManager\n\nWith a copy sent via email to:\n\nnotices@pentalphasurveillance.com (with WFCM\n\n2026-5C9 in the subject line)\n\nComputershare Trust Company, National Association\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention:  Corporate Trust Services\n\n                    (CMBS) – WFCM Series 2026-5C9\n\nEXH. P-1E-1\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff, Niral Shah\n\nand Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com,\n\njeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com,\n\nadam.singer@rialtocapital.com\n \n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nTHIS NOTICE IDENTIFIES AN “[EXCLUDED\nLOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9, COMMERCIAL MORTGAGE PASS-THROUGH\nCERTIFICATES, SERIES 2026-5C9, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.\n\nIn accordance with Section 3.13(b)\nof the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the\nundersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:\n\n1.                 \nThe undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]\nas of the date hereof.\n\n2.                 \nThe undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded\nLoan][Excluded Controlling Class Loan](s)”):\n\n**Loan Number**\n**ODCR**\n**Loan Name**\n**Borrower Name**\n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n[[If applicable] For the avoidance\nof doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]\n\n3.                 \nAs of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information\nto the addressees hereto for purposes\n\nEXH. P-1E-2\n\nof their compliance with the Pooling and Servicing\nAgreement, including, among other things, the Certificate Administrator’s determination as to whether a Consultation Termination\nEvent is in effect with respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded\nLoan:\n\n**CUSIP**\n**Class**\n**Outstanding Certificate Balance**\n**Initial\nCertificate Balance**\n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n**The undersigned is not a\nBorrower Party with respect to any other Mortgage Loan.**\n\n4.                 \nExcept with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to\nthe Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s\nWebsite [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)\npursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,\nor the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in\nmaking an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such\ngovernmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior\nwritten consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents\nor representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,\nhowever, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the\ndate that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,\na beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the\nInformation in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities\nAct”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered\npursuant to Section 5 of the Securities Act.\n\n5.                 \nThe undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as\ndefined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the\nundersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access\nto such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.\n\nEXH. P-1E-3\n\n6.                 \nThe undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives\nand shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense\nincurred thereby with respect to any such breach by the undersigned or any of its Representatives.\n\n7.                 \nTo the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise\nreceives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly\nprovide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder,\n(C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the\nrelated Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct\nor indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate\npolicies and procedures in place in order to comply with the obligations described in clause (i) above.\n\n8.                 \nThe undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate\nAdministrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the\nundersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate\nAdministrator’s Website.\n\n9.                 \nThe undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with\nthe notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or\n(b) mailed by registered mail, postage prepaid.\n\n10.             \nThe undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling\nand Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted\nto access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate\nAdministrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling\nClass Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and\nServicing Agreement.\n\n11.             \nThe undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the\nInitial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing\nthis indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or\nperson acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in\nParagraph 2 above.\n\nCapitalized terms used but\nnot defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.\n\nEXH. P-1E-4\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\n[Directing Certificateholder][Holder of the majority of the Controlling Class] [Controlling Class Certificateholder]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. P-1E-5\n\nEXHIBIT P-1F\n\nFORM OF NOTICE OF [EXCLUDED LOAN]\n\n[EXCLUDED CONTROLLING CLASS HOLDER]\n\nTO CERTIFICATE ADMINISTRATOR\n\n[Date]\n\nVia: Email\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nCCTCMBSBondAdmin@computershare.com\n\ntrustadministrationgroup@computershare.com\n\nwith a copy to:\n\nEmail: ctslink.customerservice@computershare.com\n\nAttention: CTS Link – Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nIn accordance with Section 3.13(b)\nof the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the\nundersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:\n\n1.                 \nThe undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]\nas of the date hereof.\n\n2.                 \nThe undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded\nLoan][Excluded Controlling Class Loan](s)”):\n\n**Loan Number**\n**ODCR**\n**Loan Name**\n**Borrower Name**\n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\nEXH. P-1F-1\n\n3.                 \nThe following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s\nWebsite with respect to the Wells Fargo Commercial Mortgage Trust 2026-5C9 securitization should be revoked as to such users:\n\n4.                 \nThe undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such\n[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is\nno longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has\ndelivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor\ncertification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.\n\nCapitalized terms used but\nnot defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\n[Directing Certificateholder][Holder of the majority of the Controlling Class] [Controlling Class Certificateholder]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. P-1F-2\n\nThe undersigned hereby acknowledges that\n\naccess to CTSLink has been revoked for\n\nthe users listed in Paragraph 3.\n\nCOMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,\n\nCertificate Administrator\n\nBy:\n\nName:\n\nTitle:\n\nEXH. P-1F-3\n\nEXHIBIT P-1G\n\nFORM OF CERTIFICATION OF THE DIRECTING\n\nCERTIFICATEHOLDER\n\n[Date]\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: Legaldepartment@trimont.com\n\n \n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services\n\n(CMBS) –\nWFCM Series 2026-5C9\n\ntrustadministrationgroup@computershare.com\n\nCCTCMBSBondAdmin@computershare.com\n\n \n\nDeutsche Bank National Trust Company\n\n1761 East St. Andrew Place\n\nSanta Ana, California 92705\n\nAttention: Trust Administration – WFCM 2026-5C9\n\nEmail: cmbsadmin@list.db.com\n\nPentalpha Surveillance LLC\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction\n\nManager\n\nWith a copy sent via email to:\n\nnotices@pentalphasurveillance.com (with\n\nWFCM 2026-5C9 in the subject line)\n\nComputershare Trust Company, National Association\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention:  Corporate Trust Services\n\n                    (CMBS) – WFCM Series 2026-5C9\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff,\n\nNiral Shah and Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com,\n\njeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com,\n\nadam.singer@rialtocapital.com\n \n\nEXH. P-1G-1\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9,\n\nClass [__] Certificates\n\nIn accordance with Section 3.23\nof the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:\n\n1.                 \nThe undersigned has been appointed to act as the Directing Certificateholder.\n\n2.                 \n**The undersigned is not a Borrower Party.**\n\n3.                 \nIf the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall\ndeliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties\nthe notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.\n\n4.                 \n[For use with any party other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy\nof this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement\nto each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.\n\n5.                 \nCapitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing\nAgreement.\n\nBY ITS CERTIFICATION HEREOF, the\nundersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of\nthe date certified.\n\n[Directing Certificateholder]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. P-1G-2\n\n**EXHIBIT P-1H**\n\n**Form\nof Certification of the RISK RETENTION CONSULTATION PARTY**\n\n[Date]\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: Legaldepartment@trimont.com\n\nComputershare Trust Company, National\n\nAssociation\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services\n\n(CMBS) – WFCM Series 2026-5C9\n\ntrustadministrationgroup@computershare.com\n\nCCTCMBSBondAdmin@computershare.com\n\n \n\nDeutsche Bank National Trust Company\n\n1761 East St. Andrew Place\n\nSanta Ana, California 92705\n\nAttention: Trust Administration – WFCM 2026-5C9\n\nEmail: cmbsadmin@list.db.com\n\nPentalpha Surveillance LLC\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction Manager\n\nWith a copy sent via email to:\n\nnotices@pentalphasurveillance.com (with\n\nWFCM 2026-5C9 in the subject line)\n\nComputershare Trust Company, National Association\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nAttention: Corporate Trust Services (CMBS) –\n\nWFCM Series 2026-5C9\n\n \n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nIn accordance with Section\n3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:\n\n1.       The\nundersigned has been appointed to act as the Risk Retention Consultation Party.\n\n[FOR ANY SUCCESSOR RISK RETENTION\nCONSULTATION PARTY][2. The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered\nin accordance with the notice provisions of the Pooling and Servicing\n\nEXH. P-1H-1\n\nAgreement to each of the addressees listed above\n(a) by overnight courier or (b) mailed by registered mail, postage prepaid.]\n\n3.       Capitalized\nterms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as\nof the date certified.\n\n[RISK RETENTION CONSULTATION\n\nPARTY]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\ncc: Wells Fargo Commercial Mortgage Securities, Inc.\n\nEXH. P-1H-2\n\nEXHIBIT P-2\n\nFORM OF CERTIFICATION FOR NRSROs\n\n[Date]\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nAttention:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nIn accordance with the requirements\nfor obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling\nand Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer,\nRialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche\nBank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with\nrespect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:\n\n1.                 \nThe undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or\n\n2.                 \nThe undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with\nthe appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the\nClosing Date, is requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5\nwebsite pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with\nrespect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information\nobtained from the 17g-5 Information Provider’s Website (including without limitation, to any information received by the Depositor\nfor posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access to the Depositor’s\n17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement attached\nhereto as Annex A which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s\nWebsite, including any information that is obtained from the section of the 17g-5 Information Provider’s Website that hosts the\nDepositor’s 17g-5 website after the Closing Date.\n\nThe undersigned shall be deemed\nto have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and\nthe 17g-5 Information Provider’s Website.\n\nEXH. P-2-1\n\nCapitalized terms used but\nnot defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\nBy:\n\nTitle:\n\nCompany:\n\nPhone:\n\nEXH. P-2-2\n\nANNEX A\n\nCONFIDENTIALITY AGREEMENT\n\nThis Confidentiality Agreement\n(the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities, LLC (together with its affiliates,\nthe “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational,\nstructural and other information relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C9 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated and effective\nas of May 1, 2026 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc.,\nas Depositor (the “Depositor”), Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,\nPentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association,\nas Certificate Administrator and as Custodian, and Deutsche Bank National Trust Company, as Trustee and the assets underlying or referenced\nby the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and\nlessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the\nwebsite of Computershare Trust Company, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,\nincluding the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing\nDate (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided by the\nspecific Furnishing Entity.\n\n1.                 \n**Definition of Confidential Information**. For purposes of this Confidentiality Agreement, the term “Confidential\nInformation” shall include the following information (irrespective of its source or form of communication, including information\nobtained by you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the\nissuance or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records,\nagreements, legal documents and other information (such information, the “Evaluation Material”) and (y)  any\nof the terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including\nthe status thereof; provided, however, that the term Confidential Information shall not include information which:\n\n●\nwas or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;\n\n●\nwas or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain the information as confidential; or\n\n●\nis independently developed by the NRSRO without reference to any Confidential Information.\n\nEXH. P-2-3\n\n2.                 \n**Information to Be Held in Confidence.**\n\nYou will use the Confidential\nInformation solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any information\nused is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes (the “Intended\nPurpose”).\n\nYou acknowledge that you\nare aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material,\nnon-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed\nof the matters that are the subject of this Confidentiality Agreement to that effect.\n\nYou will treat the Confidential\nInformation as private and confidential. Subject to Section 4, without the prior written consent of the applicable Furnishing Entity,\nyou will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to you before, on\nor after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:\n\n●\ndisclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;\n\n●\nsolely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5), post the Confidential Information to the NRSRO’s password protected website; and\n\n●\nuse information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential Information.\n\n3.                 \n**Disclosures Required by Law**. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory,\nsubpoena, civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,\ninvestigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with\nnotice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise\nto the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose the\nConfidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other reasonable\nassurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise required by a court\nor other governmental or regulatory authority to do so, and provided\n\nEXH. P-2-4\n\nthat you been informed by written notice that\nthe related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with respect to the\nrequested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing Entity’s effort\nto obtain such a protective order or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate\nwith each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will\nbe accorded to the portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided,\nhowever, that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such\na protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order\nor other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense\nof such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance\nwith the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required\nto disclose, at the sole expense of the relevant Furnishing Entity.\n\n4.                 \n**Obligation to Return Evaluation Material**. Promptly upon written request by or on behalf of the relevant Furnishing Entity,\nall material or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned\nto the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or\nother material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s\ninternal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of\nthe Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO\nand any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO\nwill remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.\n\n5.                 \n**Violations of this Confidentiality Agreement.**\n\nThe NRSRO will be responsible\nfor any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.\n\nYou agree promptly to advise\neach relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential\nInformation which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop or otherwise\nremedy such misappropriation, or unauthorized disclosure or use.\n\nYou acknowledge and agree\nthat the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions\nof this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly\nagreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches of this Confidentiality\nAgreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity may\nbe entitled at law or in equity. It is further understood and agreed\n\nEXH. P-2-5\n\nthat no failure to or delay in exercising any\nright, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.\n\n6.                 \n**Term**. Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO\nhas provided a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.\n\n7.                 \n**Governing Law**. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement,\nthe relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by\nand construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.\n\n8.                 \n**Amendments**. This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing\nEntity.\n\n9.                 \n**Entire Agreement**. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities\nrelating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes\nall other understandings and agreements between us relating to such matters; provided, however, that, if the terms of this\nConfidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms\nof such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality\nAgreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof\nby entry into this website.\n\n10.             \n**Contact Information**. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth\nbelow:\n\nWells Fargo Securities, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York 10001\n\nAttention: A.J. Sfarra\n\nEmail: wfs.cmbs@wellsfargo.com\n\nEXH. P-2-6\n\nEXHIBIT P-3\n\nONLINE MARKET DATA PROVIDER CERTIFICATION\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nAttention:\nWells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\n*This Certification has been prepared for provision\nof information to the market data providers\nlisted in Paragraph 1 below pursuant to the direction of the Depositor. If you represent a\nMarket Data Provider not listed herein and would like access to the information, please contact\nCTSLink at 866-846-4526, or at ctslink.customerservice@computershare.com.*\n\nIn accordance with the requirements\nfor obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling\nand Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer,\nRialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche\nBank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with\nrespect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:\n\n1.                 \nThe undersigned is an employee or agent of Bloomberg, L.P., CRED iQ, Trepp, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive\nData Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Inc., Morningstar Credit Information &\nAnalytics, LLC, KBRA Analytics, LLC, MBS Data, LLC, RealInsight, LSEG, and Recursion Co., a market data provider that has been given access\nto the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)\nby request of the Depositor.\n\n2.                 \nThe undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation\nabove remains true and correct.\n\n3.                 \nThe undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only,\nand agrees that it will not disseminate or otherwise make such information available to any other person without the written consent of\nthe Depositor.\n\n4.                 \nThe undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives\nand shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any\nsuch breach by the undersigned or any of its Representatives.\n\nEXH. P-3-1\n\n5.                 \nCapitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing\nAgreement.\n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\nBy:\n\nTitle:\n\nCompany:\n\nPhone:\n\nEXH. P-3-2\n\nEXHIBIT Q\n\nCUSTODIAN CERTIFICATION/EXCEPTION REPORT\n\n[DATE]\n\nTo the Persons Listed on the attached Schedule A\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nTo the above-mentioned addressees:\n\nIn accordance with Section 2.02\nof the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as Custodian,\nhereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan\nSchedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(c)\nof the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing\nAgreement and has determined that (i) subject to the first proviso of the definition of “Mortgage File” herein and\nSection 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi),\n(xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the\nforegoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular\non their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to\nthe foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iii),\n(vii) and (viii) in the definition of “Mortgage Loan Schedule” is correct.\n\nCapitalized words and phrases used\nherein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.\n\nCOMPUTERSHARE TRUST COMPANY,\n\nNATIONAL ASSOCIATION,\n\nas Custodian\n\nBy:\n\nName:\n\nTitle:\n\nEXH. Q-1\n\nSCHEDULE A\n\nWells Fargo Commercial Mortgage Securities, Inc.\n\nc/o Wells Fargo Securities, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York 10001\n\nAttention: A.J. Sfarra\n\nCRRCompliance@wellsfargo.com\n\n \n\nKroll Bond Rating Agency, LLC\n\n805 Third Avenue, 29th Floor\n\nNew York, New York 10022\n\nAttention: CMBS Surveillance\n\nE-mail: *cmbssurveillance@kbra.com*\n\nFitch Ratings, Inc.\n\n300 West 57th Street\n\nNew York, New York 10019\n\nAttention: Commercial Mortgage Surveillance Group\n\nFacsimile No.: (212) 635-0295\n\nEmail: info.cmbs@fitchratings.com\n\nMoody’s Investors Service, Inc.\n\n7 World Trade Center\n\nNew York, New York 10007\n\nAttention: Commercial Mortgage Surveillance Group\n\nEmail:CMBSSurveillance@moodys.com\n\n \n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: *Legaldepartment@trimont.com*\n\n \n\nDeutsche Bank National Trust Company\n\n1761 East St. Andrew Place\n\nEXH. Q-2\n\nSanta Ana, California 92705\n\nAttention: Trust Administration—WFCM 2026-5C9\n\nE-mail: cmbsadmin@list.db\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com,\n\njeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com,\n\nadam.singer@rialtocapital.com\n\nRREF V – D AIV RR L, LLC\n\nc/o Rialto Capital Management LLC\n\n767 Fifth Avenue, Suite 21A\n\nNew York, New York 10153\n\nAttention: Josh Cromer\n\nEmail: josh.cromer@rialtocapital.com\n\nFax Number: (212) 751-4646\n\nWith a copy to:\n\nRREF V – D AIV RR L, LLC\n\nc/o Rialto Capital Management LLC\n\n767 Fifth Avenue, Suite 21A\n\nNew York, New York 10153\n\nAttention: Joseph Bachkosky\n\nEmail: joseph.bachkosky@rialtocapital.com\n\nFax Number: (212) 751-4646\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention:\nCorporate Trust Services (CMBS) – WFCM 2026-5C9\ntrustadministrationgroup@computershare.com\nCCTCMBSBondAdmin@computershare.com\n\n \n\nPentalpha Surveillance LLC\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction Manager\n\nWith a copy sent via email to: notices@pentalphasurveillance.com\n(with WFCM\n\n2026-5C9 in the subject line)\n\n \n\nWells Fargo Bank, National Association\n\nEXH. Q-3\n\n301 South College St.\n\nCharlotte, North Carolina 28202\n\nAttention: Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial\n\nMortgage Pass Through Certificates, Series 2026-5C9\n\n \n\nwith a copy to:\n\n \n\nBryan Riddle, Esq.\n\nSenior Counsel, Wells Fargo Legal Department\n\n401 S Tryon Street, MAC D1050-266\n\n26th Floor\n\nCharlotte, North Carolina 28202-1911\n\n \n\nand a copy to:\n\n \n\nCaroline Flood\n\nWells Fargo Bank, National Association\n\n10 South Wacker, 32nd Floor\n\nChicago, Illinois 60606\n\nJPMorgan Chase Bank, National Association\n\n383 Madison Avenue, 8th Floor\n\nNew York, New York 10179\n\nAttention: Kunal K. Singh\n\nE-mail: US_CMBS_Notice@jpmorgan.com\n\nwith a copy to:\n\nJPMorgan Chase Bank, National Association\n\n383 Madison Avenue, 8th Floor\n\nNew York, New York 10179\n\nAttention: SPG Legal\n\nEmail: US_CMBS_Notice@jpmorgan.com\n\nEXH. Q-4\n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\nAttention: Richard Simpson\n\nwith a copy to:\n\nCiti Real Estate Funding Inc.\n\n390 Greenwich Street, 5th Floor\n\nNew York, New York 10013\n\nAttention: Raul Orozco\n\nwith a copy to:\n\nCiti Real Estate Funding Inc.\n\n388 Greenwich Street, 17th Floor\n\nNew York, New York 10013\n\nAttention: Ryan M. O’Connor\n\nwith copies by electronic mail to:\n\nRichard Simpson at richard.simpson@citi.com\n\nRyan M. O’Connor at ryan.m.oconnor@citi.com\n\nand, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com\n\nLMF Commercial, LLC\n\n590 Madison Avenue, 9th Floor\n\nNew York, New York 10022\n\nAttention: Kenneth M. Gorsuch, Managing Director\n\nEmail: Ken.Gorsuch@lmfcommercial.com\n\nand, with respect to certifications pursuant to Section 2.03 of this Agreement,\n\nwith a copy to:\n\nMcCoy & Orta\n\n100 N. Broadway, 26th Floor\n\nOklahoma City, Oklahoma 73102\n\nAttention: Vanessa Orta\n\nwith a copy by email to: vorta@mccoy-orta.com\n\nand with a copy to:\n\nMarcia Moore-Allen\n\nEmail: mmoore-allen@mccoy-orta.com\n\nEXH. Q-5\n\nArgentic Real Estate Finance 2 LLC\n\n31 West 27th Street, 12th Floor\n\nNew York, New York 10001\n\nAttention: Michael Schulte\n\nRREF V - D Direct Lending Investments, LLC\n\nc/o Rialto Capital Management LLC\n\n767 Fifth Avenue, Suite 21A\n\nNew York, New York 10153\n\nAttention: Josh Cromer\n\nEmail: josh.cromer@rialtocapital.com\n\nwith a copy to:\n\nRREF V - D Direct Lending Investments, LLC\n\nc/o Rialto Capital Management LLC\n\n767 Fifth Avenue, Suite 21A\n\nNew York, New York 10153\n\nAttention: Joseph Bachkosky\n\nEmail: joseph.bachkosky@rialtocapital.com\n\nUBS AG\n\nNew York Branch\n\n11 Madison Avenue, 8th Floor\n\nNew York, New York 10010\n\nAttention: Naja Armstrong\n\nEmail: naja.armstrong@ubs.com\n\nwith a copy to:\n\nUBS Business Solutions LLC\n\n11 Madison Avenue\n\nNew York, New York 10010\n\nAttention: Chad Eisenberger, Executive Director & Counsel\n\nEmail: chad.eisenberger@ubs.com\n\nSociete Generale Financial Corporation\n\n245 Park Avenue, 11th Floor\n\nNew York, New York 10167\n\nAttention: Jim Barnard\n\nE-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com\n\nEXH. Q-6\n\nGoldman Sachs Mortgage Company\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nEmail: scott.epperson@gs.com and gs-refgsecuritization@gs.com\n\nwith a copy to:\n\nStructured Finance Legal (REFG)\n\ngs-refglegal@gs.com\n\nBSPRT CMBS Finance, LLC\n\n1345 Avenue of the Americas, Suite 32A\n\nNew York, New York 10105\n\nAttention: Micah Goodman and David Henschke\n\nEmail: m.goodman@benefitstreetpartners.com and\n\nd.henschke@benefitstreetpartners.com\n\nwith a copy to:\n\nCadwalader, Wickersham & Taft LLP\n\n200 Liberty Street\n\nNew York, New York 10281\n\nAttention: Jeffrey Rotblat\n\nEmail: jeffrey.rotblat@cwt.com\n\nNatixis Real Estate Capital LLC\n\n1251 Avenue of the Americas\n\nNew York, New York 10020\n\nAttention: Real Estate Administration\n\nFacsimile No.: (212) 891-5777\n\nE-mail: USCIBGlobalFinanceAssetMangagementTeam@natixis.com\n\n \n\nwith a copy to:\n\n \n\nNatixis North America LLC\n\nOffice of the General Counsel\n\n1251 Avenue of the Americas\n\nNew York, New York 10020\n\nE-mail: CMBSnotices@natixis.com\n\n \n\n \n\n \n\nEXH. Q-7\n\nEXHIBIT R-1\n\nFORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER\n\nRECORDING REQUESTED BY:\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: *commercial.servicing@trimont.com*\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: Legaldepartment@trimont.com\n\nSPACE ABOVE THIS LINE FOR RECORDER’S\nUSE\n\nLIMITED POWER OF ATTORNEY TO\n\nTRIMONT LLC,\n\nFROM DEUTSCHE BANK NATIONAL TRUST COMPANY,\n\nAS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS\nOF\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9,\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-5C9\n\nKNOW ALL BY THESE PRESENTS:\n\nWHEREAS, Wells Fargo Commercial\nMortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer (the “Master Servicer”), Rialto Capital Advisors,\nLLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, Deutsche Bank National\nTrust Company, as Trustee (the “Trustee”), and Computershare Trust Company, National Association, as Certificate Administrator,\nentered into a Pooling and Servicing Agreement dated as of May 1, 2026 (the “PSA”), pertaining to a securitization\ntrust formed for the benefit of the registered holders of the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C9 (the “Trust”), and which provides in part that the Master Servicer shall administer and\nservice certain “Mortgage Loans” and provide services to the “Mortgagors” as those terms are defined in\n\nEXH. R-1-1\n\nthe PSA, for the benefit of the Trustee in accordance\nwith the terms of the PSA and the Mortgage Loans; and\n\nWHEREAS, pursuant to the terms\nof the PSA, the Master Servicer is granted certain powers, responsibilities and authority in connection with its servicing and administration\nof the Mortgage Loans subject to the terms of the PSA; and\n\nWHEREAS, the Trustee has been\nrequested by the Master Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the Master Servicer\nto enable the Master Servicer to execute and deliver, on behalf of the Trustee, certain documents and instruments related to the Mortgage\nLoans thereby empowering the Master Servicer to take such actions as it deems necessary to comply with its servicing, administrative and\nmanagement duties under and in accordance with the PSA.\n\nNOW, THEREFORE, KNOW ALL BY\nTHESE PRESENTS:\n\nDeutsche\nBank National Trust Company, a national banking association having an office at 1761 East St. Andrew Place, Santa Ana, California 92705-4934,\nnot in its individual or banking capacity, but solely in its capacity as trustee for the registered holders of Wells Fargo Commercial\nMortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9 (the “Trustee”) under the PSA,\ndoes make, constitute and appoint Trimont LLC, with principal corporate offices at Two Alliance Center, 3560 Lenox Road NE, Suite 2200,\nAtlanta, Georgia 30326, as Master Servicer, by and through its designated officers, as the Trustee’s true and lawful attorney-in-fact\nwith respect to the Mortgage Loans and each mortgaged property and related collateral (the “Mortgaged Property”) held\nby the Trustee to secure the obligations of the Mortgage Loans in its capacity as Trustee, and in Trustee's name, place and stead, to\nprepare, complete, execute, deliver, record and file on behalf of the registered holders and the Trustee, and in any event in accordance\nwith the terms of the PSA; (i) customary consents or waivers and other instruments and documents including, without limitation, estoppel\ncertificates, financing statements, continuation statements, title endorsements and reports and other documents and instruments necessary\nto preserve and maintain the validity, enforceability, perfection and priority of the lien on the Mortgaged Property; (ii) to consent\nto assignments and assumptions or substitutions, and transfers of interest of the Mortgagors, in each case subject to and in accordance\nwith the terms of the Mortgage Loans and subject to the provisions of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds\nand liquidation proceeds in accordance with the terms of the Mortgage Loans; (iv) to consent to any subordinate financing to be secured\nby any Mortgaged Property to the extent that such consent is required pursuant to the terms of the Mortgage Loans or which otherwise is\nrequired under the PSA; (v) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration\nof the related Mortgaged Property or to repayment of the Mortgage Loans or otherwise, in each case in accordance with the terms of the\nMortgage Loans; (vi) to execute any and all instruments necessary or appropriate for the appointment of a receiver, judicial or nonjudicial\nforeclosure of, the taking of a deed in lieu of foreclosure with respect to, or the conversion of title to any Mortgaged Property securing\na Mortgage Loan owned by the Trustee and serviced by the Master Servicer for the Trustee, and, consistent with the authority granted by\nthe PSA, to take any and all actions on behalf of the Trustee in connection with maintaining and defending the enforceability of such\nMortgage Loan obligation and the\n\nEXH. R-1-2\n\ncollection thereof including,\nwithout limitation, the execution of any and all instruments necessary or appropriate in defense of and for the collection and enforcement\nof said Mortgage Loan obligation in accordance with the terms of the PSA; (vii) to execute and deliver documents relating to the management,\noperation, maintenance, repair, leasing and marketing of the Mortgaged Property, including agreements and requests by the Mortgagors with\nrespect to modifications of the management of the Mortgaged Property or the replacement of managers; (viii) to exercise all rights, powers\nand privileges granted or provided to the holder of the Mortgage Loans under their respective terms including all rights of approval and\nconsent thereunder; (ix) to enter into lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental\narrangements which may be requested by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loans; (x) to join\nthe Mortgagor in granting, modifying or releasing any easements, covenants, conditions, restrictions, equitable servitudes, or land use\nor zoning requirements with respect to the Mortgaged Property to the extent such does not adversely affect the value of the Mortgaged\nProperty; (xi) to execute and deliver, on behalf of the Trustee, any and all instruments of satisfaction or cancellation, assignment,\npartial or full reconveyance, partial or full defeasance, or of partial or full release or discharge and all other comparable instruments,\nwith respect to the Mortgage Loans and the Mortgaged Property; (xii) to draw upon, replace, substitute, release or amend any letters of\ncredit standing as collateral under the Mortgage Loans; (xiii) to apply amounts in the various escrow accounts set up under the Mortgage\nLoans pursuant to the terms provided for therein; (xiv) to endorse on behalf of the Trustee all checks, drafts and/or other negotiable\ninstruments made payable to the Trustee; and (xv) to open bank accounts as necessary and as permitted or required under the PSA and to\nclose bank accounts upon release or discharge of a Mortgage Loan or upon liquidation of a Mortgaged Loan or Mortgaged Property and disbursement\nof all funds in such accounts.\n\n \n\nARTICLE I\n\nThe\nenumeration of particular powers hereinabove is not intended in any way to limit the grant to the Master Servicer as the Trustee's attorney-in-fact\nof full power and authority with respect to the Mortgage Loans consistent with the PSA to execute and deliver any such documents, instrument\nor other writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby ratifying and\nconfirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and represents to those dealing\nwith such attorney-in-fact that they may rely upon this limited power of attorney until termination of the limited power of attorney under\nthe provisions of Article III below. As between and among the Trustee, the registered holders, the Trust, and the Master Servicer, the\nMaster Servicer may not exercise any right, authority or power granted by this instrument in a manner which would violate the terms of\nthe PSA or the servicing standard imposed on the Master Servicer by the PSA, but any and all third parties dealing with the Master Servicer\nas the Trustee's attorney-in-fact may rely completely, unconditionally and conclusively on the Master Servicer's authority and need not\nmake inquiry about whether the Master Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company, recorder's\noffice or other third party may rely upon a written statement by the Master Servicer that any particular\n\nEXH. R-1-3\n\nloan or property in question\nand the release thereof is subject to and included under this power of attorney and the PSA.\n\nARTICLE II\n\nThis appointment\nis to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is\nnot intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.\n\nAny act or\nthing lawfully done by the Master Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding on the Trustee\nand the Trustee's successors and assigns.\n\nThe Master\nServicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent\nor willful misuse of this Limited Power of Attorney by the Master Servicer.\n\nARTICLE III\n\nThis\nLimited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events, unless\nsooner revoked in writing by the Trustee:\n\n(i)\nthe suspension or termination of this Limited Power of Attorney by the Trustee;\n\n(ii)\nthe transfer of servicing under the PSA from the Master Servicer to another servicer;\n\n(iii)\nthe termination, resignation or removal of the Trustee as trustee of such Trust;\n\n(iv)\nthe appointment of a receiver or conservator with respect to the business of the Master Servicer;\n\n(v)\nthe filing of a voluntary or involuntary petition in bankruptcy by or against the Master Servicer;\n\n(vi)\nthe termination of the PSA; or\n\n(vii)\nthe termination of the Master Servicer.\n\nNothing\nherein shall be deemed to amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Master Servicer\nthereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.\n\nNothing\ncontained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the PSA, (ii) limit in any manner the\nrights and protections afforded the Trustee under the PSA, or (iii) be construed to grant the Master Servicer the power to initiate\n\nEXH. R-1-4\n\nor defend any suit, litigation\nor proceeding in the name of Deutsche Bank National Trust Company except as specifically provided for herein or in the PSA.\n\nThis Limited\nPower of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles\nof such state.\n\n[SIGNATURE ON FOLLOWING\nPAGE]\n\nEXH. R-1-5\n\nIN WITNESS WHEREOF,\nthe Trustee has caused this instrument to be executed by its officer duly authorized as of the ___ day of _________________.\n\nDeutsche Bank National Trust Company, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2026- 5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nBy:\n\nName:\n\nTitle:\n\nWitness:\n\nWitness:\n\n \n\n \n\nSTATE OF MARYLAND\n)\n\n) SS.\n\nCOUNTY OF HOWARD\n)\n\nOn the [DAY] day of [MONTH]\nin the year 2026, before me, [NOTARY], Notary Public, personally appeared [SIGNER], Vice President, who proved to me on the basis of satisfactory\nevidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she voluntarily executed the\nsame in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the\nperson acted, executed the instrument.\n\nWitness my hand and official seal.\n\nNotary Public: [NOTARY]\n\nMy Commission expires [DATE]\n\nEXH. R-1-1\n\nEXHIBIT R-2\n\nFORM OF POWER OF ATTORNEY BY TRUSTEE\n\nFOR SPECIAL SERVICER\n\nRECORDING REQUESTED BY:\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com, jeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com, adam.singer@rialtocapital.com\n\nSPACE ABOVE THIS LINE FOR RECORDER’S\nUSE\n\nLIMITED POWER OF ATTORNEY TO RIALTO CAPITAL ADVISORS,\nLLC\n\nFROM DEUTSCHE BANK NATIONAL TRUST COMPANY,\n\nAS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9, COMMERCIAL MORTGAGE\n\nPASS-THROUGH CERTIFICATES, SERIES 2026-5C9\n\nKNOW ALL BY THESE PRESENTS:\n\nWHEREAS, Wells Fargo Commercial\nMortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer (the “Special\nServicer”), Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, Deutsche Bank National Trust\nCompany, as Trustee (the “Trustee”) and Computershare Trust Company, National Association, as Certificate Administrator,\nentered into a Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “PSA”), pertaining to a securitization\ntrust formed for the benefit of the registered holders of the Wells Fargo Commercial Mortgage Trust 2026-5C9 (the “Trust”),\nand which provides in part that the Special Servicer shall administer and service certain “Mortgage Loans” and provide services\nto the “Mortgagors” as those terms are defined in the PSA, for the benefit of the Trustee in accordance with the terms of\nthe PSA and the Mortgage Loans; and\n\nWHEREAS, pursuant to the\nterms of the PSA, the Special Servicer is granted certain powers, responsibilities and authority in connection with its servicing and\nadministration of the Mortgage Loans subject to the terms of the PSA; and\n\nWHEREAS, the Trustee has\nbeen requested by the Special Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the Special Servicer\nto enable\n\nEXH. R-2-1\n\nthe Special Servicer to execute and deliver,\non behalf of the Trustee, certain documents and instruments related to the Mortgage Loans thereby empowering the Special Servicer to take\nsuch actions as it deems necessary to comply with its servicing, administrative and management duties under and in accordance with the\nPSA.\n\nNOW, THEREFORE, KNOW ALL\nBY THESE PRESENTS:\n\nDeutsche Bank National Trust\nCompany, a national banking association having an office at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, not in its individual\nor banking capacity, but solely in its capacity as trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9 (the “Trustee”) under the PSA, does make, constitute\nand appoint Rialto Capital Advisors, LLC, with principal corporate offices at 200 S. Biscayne Blvd., Suite 3550, Miami, Florida 33131,\nas Special Servicer, by and through its designated officers, as the Trustee’s true and lawful attorney-in-fact with respect to the\nMortgage Loans and each mortgaged property and related collateral (the “Mortgaged Property”) held by the Trustee to\nsecure the obligations of the Mortgage Loans in its capacity as Trustee, and in Trustee’s name, place and stead, to prepare, complete,\nexecute, deliver, record and file on behalf of the registered holders and the Trustee, and in any event in accordance with the terms of\nthe PSA; (i) customary consents or waivers and other instruments and documents including, without limitation, estoppel certificates, financing\nstatements, continuation statements, title endorsements and reports and other documents and instruments necessary to preserve and maintain\nthe validity, enforceability, perfection and priority of the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions\nor substitutions, and transfers of interest of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage\nLoans and subject to the provisions of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds and liquidation proceeds\nin accordance with the terms of the Mortgage Loans; (iv) to consent to any subordinate financing to be secured by any Mortgaged Property\nto the extent that such consent is required pursuant to the terms of the Mortgage Loans or which otherwise is required under the PSA;\n(v) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged\nProperty or to repayment of the Mortgage Loans or otherwise, in each case in accordance with the terms of the Mortgage Loans; (vi) to\nexecute any and all instruments necessary or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure\nwith respect to, or the conversion of title to any Mortgaged Property securing a Mortgage Loans owned by the Trustee and serviced by the\nSpecial Servicer for the Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf of the\nTrustee in connection with maintaining and defending the enforceability of such Mortgage Loans obligation and the collection thereof including,\nwithout limitation, the execution of any and all instruments necessary or appropriate in defense of and for the collection and enforcement\nof said Mortgage Loans obligation in accordance with the terms of the PSA; (vii) to execute and deliver documents relating to the management,\noperation, maintenance, repair, leasing and marketing of the Mortgaged Property, including agreements and requests by the Mortgagors with\nrespect to modifications of the management of the Mortgaged Property or the replacement of managers; (viii) to exercise all rights, powers\nand privileges granted or provided to the holder of the Mortgage Loans under their respective terms including all rights of approval and\nconsent thereunder; (ix) to enter into lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental\narrangements which may be requested by the Mortgagors or their tenants in accordance with the\n\nEXH. R-2-2\n\nterms of the Mortgage Loans; (x) to join the\nMortgagor in granting, modifying or releasing any easements, covenants, conditions, restrictions, equitable servitudes, or land use or\nzoning requirements with respect to the Mortgaged Property to the extent such does not adversely affect the value of the Mortgaged Property;\n(xi) to execute and deliver, on behalf of the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full\nrelease or discharge and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Property; (xii) to draw\nupon, replace, substitute, release or amend any letters of credit standing as collateral under the Mortgage Loans; and (xiii) to apply\namounts in the various escrow accounts set up under the Mortgage Loans pursuant to the terms provided for therein.\n\nARTICLE I\n\nThe enumeration of particular\npowers hereinabove is not intended in any way to limit the grant to the Special Servicer as the Trustee’s attorney-in-fact of full\npower and authority with respect to the Mortgage Loans consistent with the PSA to execute and deliver any such documents, instrument or\nother writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby ratifying and confirming\nwhatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and represents to those dealing with such attorney-in-fact\nthat they may rely upon this limited power of attorney until termination of the limited power of attorney under the provisions of Article\nIII below. As between and among the Trustee, the registered holders, the Trust, and the Special Servicer, the Special Servicer may not\nexercise any right, authority or power granted by this instrument in a manner which would violate the terms of the PSA or the servicing\nstandard imposed on the Special Servicer by the PSA, but any and all third parties dealing with the Special Servicer as the Trustee’s\nattorney-in-fact may rely completely, unconditionally and conclusively on the Special Servicer’s authority and need not make inquiry\nabout whether the Special Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company, recorder’s office\nor other third party may rely upon a written statement by the Special Servicer that any particular loan or property in question and the\nrelease thereof is subject to and included under this power of attorney and the PSA.\n\nARTICLE II\n\nThis appointment is to be\nconstrued and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended\nto, nor does it give rise to, and it is not to be construed as a general power of attorney.\n\nAny act or thing lawfully\ndone by the Special Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding on the Trustee and the Trustee’s\nsuccessors and assigns.\n\nThe Special Servicer shall\nindemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful\nmisuse of this Limited Power of Attorney by the Special Servicer.\n\nARTICLE III\n\nThis Limited Power\nof Attorney shall continue in full force and effect until the earliest occurrence of any of the following events, unless sooner revoked\nin writing by the Trustee:\n\nEXH. R-2-3\n\n(i)\nthe suspension or termination of this Limited Power of Attorney by the Trustee;\n\n(ii)\nthe transfer of servicing under the PSA from the Special Servicer to another servicer;\n\n(iii)\nthe termination, resignation or removal of the Trustee as trustee of such Trust;\n\n(iv)\nthe appointment of a receiver or conservator with respect to the business of the Special Servicer;\n\n(v)\nthe filing of a voluntary or involuntary petition in bankruptcy by or against the Special Servicer;\n\n(vi)\nthe termination of the PSA; or\n\n(vii)\nthe termination of the Special Servicer.\n\nNothing herein shall be deemed\nto amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Special Servicer thereunder, and nothing\nherein shall constitute a waiver of any rights or remedies thereunder.\n\nNothing contained herein\nshall: (i) limit in any manner any indemnification provided to the Trustee under the PSA, (ii) limit in any manner the rights and protections\nafforded the Trustee under the PSA, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation\nor proceeding in the name of Deutsche Bank National Trust Company except as specifically provided for herein or in the PSA.\n\nThis Limited Power of Attorney\nis entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.\n\n[SIGNATURE ON FOLLOWING PAGE]\n\nEXH. R-2-4\n\nIN WITNESS WHEREOF, the Trustee\nhas caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as of the ___ day\nof _________________.\n\nDeutsche Bank National Trust Company, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nBy:\n\nName:\n\nTitle:\n\nWitness:\n\nWitness:\n\n \n\n \n\nSTATE OF MARYLAND\n)\n\n) SS.\n\nCOUNTY OF HOWARD\n)\n\nOn the [DAY] day of [MONTH]\nin the year 2026, before me, [NOTARY], Notary Public, personally appeared [SIGNER], [Vice President], who proved to me on the basis of\nsatisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that they voluntarily\nexecuted the same in their authorized capacity and that by their signature on the instrument the person, or the entity upon behalf of\nwhich the person acted, executed the instrument.\n\nWitness my hand and official seal.\n\nNotary Public: [NOTARY]\n\nMy commission expires [DATE]\n\nEXH. R-2-5\n\nEXHIBIT S\n\nINITIAL SERVICED COMPANION NOTEHOLDERS\n\n \n\n**Loan**\n**Companion Holder**\n\nMall at Prince George’s\n\n**Note A-3 Holder**\n\n \n\nRREF V - D Direct Lending Investments, LLC\n\nc/o Rialto Capital Management, LLC\n\n200 South Biscayne, Suite 3550\n\nMiami, Florida 33131\n\nAttention: Sorana Georgescu, In-House Counsel\n\nEmail: sorana.georgescu@rialtocapital.com\n\n \n\nwith a copy to:\n\n \n\nDechert LLP\n\nThree Bryant Park\n\n1095 Avenue of the Americas\n\nNew York, New York 10036\n\nAttention: Devin Swaney\n\nEmail: Devin.Swaney@dechert.com\n\n \n\n**Note A-4 Holder and Note A-5 Holder**\n\n** **\n\nGoldman Sachs Bank USA\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nEmail: scott.epperson@gs.com and gs-\n\nrefgsecuritization@gs.com\n\n \n\nwith a copy to:\n\n \n\nGoldman Sachs Bank USA\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Structured Finance Legal (REFG)\n\nEmail: gs-refglegal@gs.com\n\n \n\nand:\n\n \n\nCadwalader, Wickersham & Taft LLP\n\n200 Liberty Street\n\nNew York, New York 10281\n\nEXH. S-1\n\n**Loan**\n**Companion Holder**\n\nAttention: Lisa Pauquette, Esq.\n\nFacsimile No.: (212) 504-6666\n\nE-mail: lisa.pauquette@cwt.com\n\n \n\nDel Rey Campus\n\n**Note A-2 Holder**\n\n** **\n\nBMARK 2026-V21\n\n** **\n\nKeyBank National Association\n\n11501 Outlook Street, Suite 300\n\n|Overland Park, Kansas 66211\n\nAttention: Michael Tilden\n\nEmail: Michael_a_tilden@keybank.com\n\nwith a copy to:\n\nPolsinelli\n\n900 West 48th Place, Suite 900\n\nKansas City, Missouri 64112\n\nEmail: keybanknotices@polsinelli.com\n\n** **\n\n**Note A-3 Holder**\n\n** **\n\nBMARK 2026-V22\n\n** **\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: BMARK 2026-V22 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: Legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\nEXH. S-2\n\n**Loan**\n**Companion Holder**\n\nK&L Gates LLP\n\n300 South Tryon Street, Suite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nFacsimile Number: (704) 353-3190\n\nEmail: stacy.ackermann@klgates.com\n\n** **\n\n**Note A-4 Holder**\n\n** **\n\nGoldman Sachs Bank USA\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Scott Epperson\n\nEmail: scott.epperson@gs.com and gs-\n\nrefgsecuritization@gs.com\n\n \n\nwith a copy to:\n\n \n\nGoldman Sachs Bank USA\n\n200 West Street\n\nNew York, New York 10282\n\nAttention: Structured Finance Legal (REFG)\n\nEmail: gs-refglegal@gs.com\n\n \n\nand:\n\n \n\nCadwalader, Wickersham & Taft LLP\n\n200 Liberty Street\n\nNew York, New York 10281\n\nAttention: Lisa Pauquette, Esq.\n\nFacsimile No.: (212) 504-6666\n\nE-mail: lisa.pauquette@cwt.com\n\nEXH. S-3\n\nEXHIBIT T\n\nFORM OF NOTICE FOR NON-SERVICED MORTGAGE LOANS\n\n \n\nFOR THE 535 & 545 5TH AVENUE MORTGAGE LOAN, THE MOUNTAIN INDUSTRIAL\nPORTFOLIO MORTGAGE LOAN AND THE 1500 POST OAK BOULEVARD MORTGAGE LOAN:\n\n \n\nMidland Loan Services, a Division of PNC Bank, National Association\n\n10851 Mastin Street, Suite 700\n\nOverland Park, Kansas 66210\n\nAttention: Executive Vice President – Division Head\n\nFacsimile: (888) 706-3565\n\nEmail: NoticeAdmin@pnc.com\n\n \n\nwith a copy to:\n\n \n\nStinson LLP\n\n1201 Walnut Street, Suite 2900\n\nKansas City, Missouri 64106-2150\n\nAttention: Kenda K. Tomes\n\nEmail: kenda.tomes@stinson.com\n\nFax Number: (816)-412-9338\n\n \n\nFOR THE TOWERS AT CUPERTINO CITY CENTER MORTGAGE LOAN, THE ONX INDUSTRIAL\nCAMPUS MORTGAGE LOAN AND THE KIRBY INDUSTRIAL MORTGAGE LOAN:\n\n \n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South,\n\n101 Tryon Street, Suite 1400\n\nCharlotte, NC 28280\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, GA 30326\n\nAttention: Legal Department\n\nEmail: legaldepartment@trimont.com\n\n \n\nwith a copy to:\n\n \n\nEXH. T-1\n\nK&L Gates LLP\n\n300 South Tryon Street, Suite 1000\n\nCharlotte, North Carolina 28202\n\nAttention: Stacy G. Ackermann\n\nFacsimile Number: (704) 353-3190\n\nEmail: stacy.ackermann@klgates.com\n\nVIA EMAIL\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nTo the above-mentioned addressees:\n\nAs you know, [______], acts\nas the master servicer (the “Lead Servicer”) for the whole loan secured by the [mortgaged property][portfolio of mortgaged\nproperties] identified as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”) under the pooling and servicing agreement\nrelating to the [______] securitization trust (the “PSA”). This is to inform you that one or more of the promissory\nnotes related to the Subject Whole Loan (the “Subject Mortgage Loan”) has been transferred to Wells Fargo Commercial\nMortgage Trust 2026-5C9 pursuant to that certain Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “2026-5C9\nPooling Agreement”) among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as master servicer (the\n“2026-5C9 Master Servicer”), Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, National\nAssociation, as certificate administrator (the “2026-5C9 Certificate Administrator”), Deutsche Bank National Trust\nCompany, as trustee (the “2026-5C9 Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations\nreviewer, and that the 2026-5C9 Trustee is the holder of the Subject Mortgage Loan.\n\nThe undersigned, as 2026-5C9\nCertificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole Loan, to remit to the 2026-5C9\nMaster Servicer all amounts payable to (and such remittance and wire transfer instructions shall make reference to the Loan Reference\nNumber as specified below), and forward, deliver or otherwise make available, as the case may be, to the 2026-5C9 Master Servicer all\nreports, statements, documents, communications, and other information that are to be forwarded, delivered or otherwise made available\nto, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as such term is defined in the 2026-5C9 Pooling\nand Servicing Agreement) and the PSA.\n\nThe wire instructions for\nTrimont LLC, as WFCM 2026-5C9 Master Servicer, are as follows:\n\n[INSERT WIRE TRANSFER INSTRUCTIONS\nPROVIDED BY TRIMONT LLC]\n\nLoan Reference Number: [_]\n\nEXH. T-2\n\nThe Subject Mortgage Loan [is]\n[is not] a Significant Obligor (as such term is defined in the 2026-5C9 Pooling and Servicing Agreement) under the 2026-5C9 Pooling and\nServicing Agreement.\n\nThank you for your attention\nto this matter.\n\nDated:\n\nComputershare Trust Company, National Association, as\n\nCertificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nBy:\n\nName:\n\nTitle:\n\nEXH. T-3\n\nEXHIBIT U\n\nFORM OF NOTICE AND CERTIFICATION\n\nREGARDING DEFEASANCE OF MORTGAGE LOAN\n\nTo:\n\nFitch Ratings, Inc.\n\n300 West 57th Street\n\nNew York, New York 10019\n\nAttention: Commercial Mortgage Surveillance Group\n\nFacsimile No.: (212) 635-0295\n\nEmail: info.cmbs@fitchratings.com\n\nKroll Bond Rating Agency, LLC\n\n805 Third Avenue, 29th Floor\n\nNew York, New York 10022\n\nAttention: CMBS Surveillance\n\nE-mail: *cmbssurveillance@kbra.com*\n\nMoody’s Investors Service, Inc.\n\n7 World Trade Center\n\nNew York, New York 10007\n\nAttention: Commercial Mortgage Surveillance Group\n\nEmail:CMBSSurveillance@moodys.com\n\nFrom: Trimont LLC, in its capacity as Master Servicer under the\nPooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”), among\nWells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special\nServicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee,\nand Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.\n\nDate: _________, 20___\n\nEXH. U-1\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nMortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:\n\nReference is made to the Pooling\nand Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the\nPooling and Servicing Agreement.\n\nAs Master Servicer under the\nPooling and Servicing Agreement, we hereby:\n\n(a)       Notify\nyou that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked\nbelow:\n\n____   a full\ndefeasance of the entire principal balance of the Mortgage Loan; or\n\n____   a partial\ndefeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or\n_______% of the entire principal balance of the Mortgage Loan;\n\n(b)       Certify\nthat each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which\nexceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on the Mortgage\nLoan or the defeasance transaction:\n\n(i)                          The\nMortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in all material\nrespects in completing the defeasance.\n\n(ii)                        The\ndefeasance was consummated on __________, 20__.\n\n(iii)                     The\ndefeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)\nof the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’\nFinancings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance Criteria\n2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity cannot\nvary or change, and (iv) are not subject to prepayment, call or early redemption.\n\n(iv)                   The\nMaster Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard)\nthat the defeasance will not result in an Adverse REMIC Event.\n\nEXH. U-2\n\n(v)                      The\nMaster Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that\nis a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria, as amended\nto the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational documents\nsubstantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy remoteness\nand single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance collateral and\nreal property securing Mortgage Loans included in the pool.\n\n(vi)                   The\ndefeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria) in\nthe name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary and has\nbeen pledged to the Trustee on behalf of the Trust.\n\n(vii)                The\nagreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf\nof the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of\nthe defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified in the\nMortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for\nthe real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled Payments”),\n(iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in the Pooling and\nServicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus defeasance collateral\nand earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid in full, if any such release\nis permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance\ncollateral, and (vi) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor\nof all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses\nof maintaining the existence of the Defeasance Obligor.\n\n(viii)             The\nMaster Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the Master\nServicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking into\naccount any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the defeasance\nincluding the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Maturity\nDate, (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within\nfour (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor\nin any calendar or fiscal year will not exceed such Defeasance Obligor’s\n\nEXH. U-3\n\ninterest expense for the Mortgage Loan\n(or the allocated portion thereof in a partial defeasance) for such year.\n\n(ix)                     The\nMortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The\nentire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool balance,\nwhich is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution Date\nStatement received by us (the “Current Report”).\n\n(x)                        The\nMaster Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first priority\nsecurity interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable in accordance\nwith their respective terms.\n\n(c)       Certify\nthat Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,\nand opinions of counsel and independent accountants executed and delivered in connection with the defeasance.\n\n(d)       Certify\nthat the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing\nOfficer as of the date of the defeasance described above.\n\n(e)       Agree\nto provide copies of all items listed in Exhibit B to you upon request.\n\nEXH. U-4\n\nIN WITNESS WHEREOF, the Master\nServicer has caused this Notice and Certification to be executed as of the date captioned above.\n\n[________________]\n\nas Master Servicer\n\nBy:\n\nName:\n\nTitle:\n\nEXH. U-5\n\nEXHIBIT V\n\nFORM OF OPERATING ADVISOR ANNUAL REPORT**1**\n\nReport Date: This report will be delivered\nannually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated and effective\nas of May 1, 2026 (the “Pooling and Servicing Agreement”).\n\nTransaction:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nOperating Advisor: Pentalpha Surveillance\nLLC\n\nSpecial Servicer: Rialto Capital Advisors,\nLLC\n\nDirecting Certificateholder: RREF V\n- D AIV RR L, LLC or an affiliate\n\n**I. **\n**Population of Mortgage Loans that Were Considered in Compiling this Report**\n\n1.\nThe Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].\n\n(a)\n[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.\n\n(b)\n[Final] Asset Status Reports were issued with respect to [**●**] of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully implemented.\n\n2.\nPrior to an Operating Advisor Consultation Event, if any Mortgage Loan is in special servicing and if the Special Servicer has subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the applicable fully executed Major Decision Reporting Package approved or deemed approved by the Directing Certificateholder to the Operating Advisor.\n\n3.\nAfter an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:\n\n(a)\nwith respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision Reporting Package and the opportunity to consult with respect to such Major Decision and recommended action:\n\n1\nThis report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.\n\nEXH. V-1\n\n(b)\nwith respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect to such recommended action:\n\n**II. **\n**Executive Summary**\n\nBased on the requirements\nand qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance\nwith the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review\nof the Special Servicer’s reported actions under the Pooling and Servicing Agreement on the loans identified in this report. Based\nsolely on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes,\nin its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing Standard\nwith respect to its performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a “trust-level\nbasis”. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to\nmaterially comply with the Servicing Standard as a result of the following material deviations.]\n\n●\n[LIST OF MATERIAL DEVIATION ITEMS]\n\nIn addition, the Operating\nAdvisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].\n\n●\n[ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]\n\n**III. **\n**List of Items that were Considered in Compiling this Report**\n\nIn rendering the assessment\nset forth in this report, the Operating Advisor examined and relied upon the accuracy and the completion of the items listed below:\n\n1.\nAny Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.\n\n2.\nReports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.\n\nEXH. V-2\n\n3.\nThe Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.\n\n4.\n[LIST OTHER REVIEWED INFORMATION].\n\n5.\n[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]\n\nNOTE: The Operating Advisor’s\nreview of the above materials should be considered a limited review and not be considered a full or limited audit, legal review or legal\nconclusion. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments\nand appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of their\nnet present value calculations, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or interact\nwith any borrower. In addition, our review of the net present value calculations and Appraisal Reduction Amount calculations is limited\nto the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable\nformulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.\n\n**IV.                             Assumptions,\nQualifications Related to the Work Product Undertaken and Opinions Related to this Report**\n\n1.\nAs provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.\n\n2.\nIn rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.\n\n3.\nOther than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report.\n\nEXH. V-3\n\nThe services that we perform are not\ndesigned and cannot be relied upon to detect fraud or illegal acts should any exist.\n\n4.\nThe Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein or direct the actions of the Special Servicer.\n\n5.\nConfidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.\n\n6.\nThere are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.\n\n7.\nThe Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s website.\n\n8.\nThis report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any Certificateholder, party or individual.\n\nTerms used but not defined herein have the\nmeaning set forth in the Pooling and Servicing Agreement.\n\nEXH. V-4\n\nEXHIBIT W\n\nFORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING\n\nREPLACEMENT OF THE SPECIAL SERVICER\n\nComputershare Trust Company, National Association\n\nas Certificate Administrator\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nEmail: CCTCMBSBondAdmin@computershare.com\n\ntrustadministrationgroup@computershare.com\n\nDeutsche Bank National Trust Company\n\nas Trustee\n\n1761 East St. Andrew Place\n\nSanta Ana, California 92705\n\nAttention: Trust Administration—WFCM 2026-5C9\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com, jeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com, adam.singer@rialtocapital.com\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9, Recommendation of Replacement of Special Servicer\n\nTo the above-mentioned addressees:\n\nThis letter is delivered\npursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling\nand Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer,\nRialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche\nBank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on\nbehalf of the holders of Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n(the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined\nherein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.\n\nBased upon our review of\nthe Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing Agreement,\nit is our assessment that\n\nEXH. W-1\n\nRialto Capital Advisors, LLC, in its current\ncapacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing\nStandard]. The following factors support our assessment: [________].\n\nBased upon such assessment,\nwe further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________] be appointed its successor\nin such capacity.\n\nVery truly yours,\n\n[The Operating Advisor]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\nEXH. W-2\n\nEXHIBIT X\n\nFORM OF CONFIDENTIALITY AGREEMENT\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, NC 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: *Legaldepartment@trimont.com*\n\nRialto Capital Advisors, LLC\n\n[200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com, jeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com, adam.singer@rialtocapital.com]\n\nRe:\nAccess to Certain Information Regarding\n\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nTo the above-mentioned addressees:\n\nReference is hereby made\nto that certain Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC,\nas Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Defined terms used herein and\nnot otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.\n\n[Trimont LLC (“Trimont”)][Rialto\nCapital Advisors, LLC (“Rialto”)] understands that [____] (the “Company”) is requesting certain\nconfidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.\nThe\n\nEXH. X-1\n\n[_________] [_____], 20[__]\n\nPage 2\n\nCompany is requesting such information for\nthe purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted\nPurpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information\n(as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.\n\n[Trimont][Rialto] will provide\nthe Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining\nto the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes\nor may be based upon information provided to [Trimont][Rialto] by third parties, (b) may not have been verified by [Trimont][Rialto],\nand (c) may be incomplete or contain inaccuracies. The Company agrees that [Trimont][Rialto], the [“Master Servicer”][“Special\nServicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not\nhave any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information,\n(y) any use of the Confidential Information, or (z) [Trimont][Rialto]’s failure or inability to provide the Confidential\nInformation to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential Information”\nfor purposes of this letter agreement: (a) information that was already in Company’s possession prior to its receipt from\n[Trimont][Rialto]; (b) information that is obtained by Company from a third person who, insofar as is known to Company, is not\nprohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to [Trimont][Rialto]; (c) information\nthat is or becomes publicly available through no fault of Company; and (d) information that is independently developed by Company.\nThe term “Representatives” with respect to any entity shall mean the officers, directors, general partners, employees, agents,\naffiliates, auditors and legal counsel (which may be internal counsel) of that entity.\n\nThe Company may have access\nto the Confidential Information through (at [Trimont][Rialto]’s election): (i) responses to reasonable written inquiries\nreceived from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Trimont][Rialto]’s surveillance\ngroup, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or any\nsuccessor or replacement system (“System”). [Trimont][Rialto] may cease or defer providing the Company with Confidential\nInformation in the event that (a) the Company or its Representatives violate any provision hereof, or (b) [Trimont][Rialto]\ndetermines (in its sole discretion) that such termination is necessary for any reason, including its determination that such action is\nrequired pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Trimont][Rialto]\nshall cease to provide the Company with Confidential Information if [Trimont][Rialto] has actual knowledge that the Company or its Representatives\nare affiliates of any borrower under the Mortgage Loan documents and [Trimont][Rialto]determines that the provision, notice or access\nto such Confidential Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing\nAgreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder\nshall survive the termination of the Company’s access to the Confidential Information. [Trimont][Rialto]’s remedies hereunder,\nat law or at equity, are cumulative and may be combined.\n\nEXH. X-2\n\n[_________] [_____], 20[__]\n\nPage 3\n\nThe Company agrees that it\nwill not, and it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other\nperson or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need\nto know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company\nacknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential\nInformation by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter\nagreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each\nRepresentative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall be\nliable for any breach of this letter agreement by its Representatives and shall indemnify the Depositor, the Trustee, the Certificate\nAdministrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters,\nthe Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the Company\nor any of its Representatives. Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential\nInformation to any other person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only\nif such person or entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery\nof such Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar\nin form and substance to this agreement.\n\nThis letter agreement shall\nbe governed by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles.\nAnything herein to the contrary notwithstanding, [Trimont][Rialto] intends at all times to comply with the terms and provisions of the\nPooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Trimont][Rialto]’s\nrights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable\nDocument Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute\none agreement.\n\nThis agreement shall terminate\nwith respect to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.\nCompany agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality of\nConfidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before or after signing\nthis letter agreement.\n\nEXH. X-3\n\n[_________] [_____], 20[__]\n\nPage 4\n\nPlease have an authorized signatory\ncountersign in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.\n\nVery truly yours,\n\n[TRIMONT LLC\n\nBy:\n\nName:\n\nTitle: ]\n\n[RIALTO CAPITAL ADVISORS, LLC\n\nBy:\n\nName:\n\nTitle: ]\n\nCONFIRMED AND AGREED TO:\n\n[COMPANY NAME]\n\nBy:\n\nName:\n\nTitle:\n\nEXH. X-4\n\nEXHIBIT Y\n\nFORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K\n\nCERTIFICATION\n\nI, [identifying the certifying\nindividual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities, Inc., the depositor into the above-referenced\nTrust, certify that:\n\n1.\nI have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the Wells Fargo Commercial Mortgage Trust 2026-5C9 (the “Exchange Act periodic reports”);\n\n2.\nBased on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;\n\n3.\nBased on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;\n\n4.\nBased on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and\n\n5.\nAll of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.\n\nEXH. Y-1\n\nIn giving the certifications\nabove, I have reasonably relied on information provided to me by the following unaffiliated parties:\n\n[(A) Trimont LLC, as Master\nServicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,\nDeutsche Bank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer;\n\n(B) [List other applicable\nreporting servicers]].\n\nDate:\n\nPresident and Chief Executive Officer\n\nWells Fargo Commercial Mortgage Securities, Inc. (Senior officer in charge of the securitization of the depositor)\n\nEXH. Y-2\n\nEXHIBIT Z-1\n\nFORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE\n\nADMINISTRATOR\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9\n(the “Trust”)\n\nThe undersigned, __________, a __________ of Computershare\nTrust Company, National Association, on behalf of Computershare Trust Company, National Association,\nas Certificate Administrator (the “Certificate Administrator”), under that certain Pooling and Servicing Agreement,\ndated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial\nMortgage Securities, Inc. (the “Depositor”), as depositor, Trimont LLC, as master servicer (the “Master Servicer”),\nRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Computershare Trust Company, National Association,\nas Certificate Administrator, Deutsche Bank National Trust Company, as trustee, the Certificate Administrator, and Pentalpha Surveillance\nLLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],\nthe Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the following\ninformation is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge\nand intent that the applicable Certification Parties will rely upon this certification, that:\n\n1.\nI have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;\n\n2.\nTo my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual Report;\n\n3.\nTo my knowledge, the distribution information required to be provided by the Certificate Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;\n\n4.\nI am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and\n\n5.\nThe report on assessment of compliance with servicing criteria applicable to the Certificate Administrator for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate Administrator and related\n\nEXH. Z-1-1\n\nattestation report on assessment of compliance\nwith servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period\nin accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion\nas an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the\nDepositor for disclosure in such annual report on Form 10-K.\n\nIn giving the certifications\nabove, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons: the Master\nServicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.\n\nCapitalized terms used but\nnot defined herein have the meanings set forth in the Pooling and Servicing Agreement.\n\nDate:\n\nCOMPUTERSHARE TRUST COMPANY,\n\nNATIONAL ASSOCIATION\n\nBy:\n\nName:\n\nTitle:\n\nEXH. Z-1-2\n\nEXHIBIT Z-2\n\nFORM OF CERTIFICATION TO BE PROVIDED\n\nTO DEPOSITOR BY MASTER SERVICER\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9\n(the “Trust”)\n\nI, [identify the certifying individual],\na [_______________] of TRIMONT LLC, as Master Servicer under that certain Pooling and Servicing Agreement, dated and effective as of May\n1, 2026 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,\nas depositor, Trimont LLC, as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer\n(the “Special Servicer”), Computershare Trust Company, National Association, as certificate administrator (the “Certificate\nAdministrator”), Deutsche Bank National Trust Company, as trustee, and Pentalpha Surveillance LLC, as operating advisor and\nas asset representations reviewer, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],\nthe Depositor, each Other Depositor with respect to a securitization of a Serviced Companion Loan and [its][their respective] officers,\ndirectors and affiliates, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification,\nthat:\n\n1.\nBased on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;\n\n2.\nBased on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;\n\n3.\nI am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section 11.09 of the Pooling and\n\nEXH. Z-2-1\n\nServicing Agreement, the Master Servicer\nhas fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;\n\n4.\nThe accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and\n\n5.\nThe report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.\n\n[In giving the certification\nabove, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties: name(s)\nof third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third party retained\nby the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing Agreement) and, notwithstanding\nthe foregoing certifications, neither I nor the Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect\nto the information in the Servicer Reports that is in turn dependent upon information provided by the Special Servicer under the Pooling\nand Servicing Agreement. Solely with respect to the completeness of information and reports, I do not certify anything other than that\nall fields of information called for in written reports prepared by the Master Servicer have been properly completed and that any fields\nthat have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]\n\nCapitalized terms used but\nnot defined herein have the meanings set forth in the Pooling and Servicing Agreement.\n\nDate:\n\n[TRIMONT LLC\n\nBy:\n\nName:\n\nTitle: ]\n\nEXH. Z-2-2\n\nEXHIBIT Z-3\n\nFORM OF CERTIFICATION TO BE PROVIDED\n\nTO DEPOSITOR BY SPECIAL SERVICER\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9\n(the “Trust”)\n\nI, [identify the certifying\nindividual], a [_______________ ] of Rialto Capital Advisors, LLC as Special Servicer under that certain Pooling and Servicing Agreement\ndated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial\nMortgage Securities, Inc., as depositor, Trimont LLC, as master servicer (the “Master Servicer”), Rialto Capital Advisors,\nLLC, as special servicer (the “Special Servicer”), Deutsche Bank National Trust Company, as trustee (the “Trustee”),\nComputershare Trust Company, National Association, as certificate administrator (the “Certificate Administrator”),\nand Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf of the Special Servicer, certify\nto [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect to a securitization\nof a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that the applicable\nCertification Parties will rely upon this certification, that:\n\n1.\nBased on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all required reports (the “Special Servicer Reports”) required to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;\n\n2.\nBased on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;\n\n3.\nI am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;\n\n4.\nThe accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with\n\nEXH. Z-3-1\n\nrespect to the Trust’s fiscal year\n_____ have been provided all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria,\nin order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;\nand\n\n5.\nThe report on assessment of compliance with servicing criteria applicable to the Special Servicer for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.\n\nCapitalized terms used but\nnot defined herein have the meanings set forth in the Pooling and Servicing Agreement.\n\nDate:\n\nSpecial Servicer\n\nBy:\n\nName:\n\nTitle:\n\nEXH. Z-3-2\n\nEXHIBIT Z-4\n\nFORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9\n(The “Trust”)\n\nThe undersigned, __________,\na __________ of DEUTSCHE BANK NATIONAL TRUST COMPANY, on behalf of DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the “Trustee”),\nunder that certain Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nentered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as master servicer (the “Master\nServicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Deutsche Bank National\nTrust Company, as trustee (the “Trustee”), Computershare Trust Company, National Association, as certificate administrator\n(the “Certificate Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations\nreviewer, certifies to [_____], the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion Loan and\ntheir respective officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities\nand duties under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties will\nrely upon this certification, that:\n\nThe report on assessment of compliance with\nservicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function Participant\nretained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to\nbe included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB\nand Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit\nto such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate\nAdministrator and the Depositor for disclosure in such annual report on Form 10-K.\n\nCapitalized terms used but\nnot defined herein have the meanings set forth in the Pooling and Servicing Agreement.\n\nDate:\n\nDEUTSCHE BANK NATIONAL TRUST\n\nCOMPANY\n\nBy:\n\nName:\n\nTitle:\n\nEXH. Z-4-1\n\nEXHIBIT Z-5\n\nFORM OF CERTIFICATION TO BE PROVIDED\n\nTO DEPOSITOR BY OPERATING ADVISOR\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9\n(the “Trust”)\n\nI, [identify the certifying\nindividual], a [_______________] of Pentalpha Surveillance LLC (the “Operating Advisor”) as Operating Advisor under\nthat certain Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nentered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as master servicer (the “Master\nServicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Deutsche Bank National\nTrust Company, as trustee, Computershare Trust Company, National Association, as certificate administrator (the “Certificate\nAdministrator”) and Pentalpha Surveillance LLC, as Operating Advisor and as asset representations reviewer, on behalf of the\nOperating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor\nwith respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge\nand intent that applicable Certification Parties will rely upon this certification, that:\n\n1.\nBased on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”) have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;\n\n2.\nBased on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;\n\n3.\nThe accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and\n\n4.\nThe report on assessment of compliance with servicing criteria applicable to the Operating Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing\n\nEXH. Z-5-1\n\nFunction Participant retained by the\nOperating Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included\nin the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange\nAct Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such\nForm 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator\nand the Depositor for disclosure in such annual report on Form 10-K.\n\nCapitalized terms used but\nnot defined herein have the meanings set forth in the Pooling and Servicing Agreement.\n\nDate:\n\nPENTALPHA SURVEILLANCE LLC,\n\nBy:\n\nName:\n\nTitle:\n\nEXH. Z-5-2\n\nEXHIBIT Z-6\n\nFORM OF CERTIFICATION TO BE PROVIDED\n\nTO DEPOSITOR BY CUSTODIAN\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9\n(The “Trust”)\n\nThe undersigned, __________,\na __________ of Computershare Trust Company, National Association, on behalf of COMPUTERSHARE\nTRUST COMPANY, NATIONAL ASSOCIATION, as Custodian (in such capacity, the “Custodian”), under that certain Pooling and\nServicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”), entered into by\nWells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as master servicer (the “Master Servicer”),\nRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Deutsche Bank National Trust Company, as\ntrustee, Computershare Trust Company, National Association, as certificate administrator (the “Certificate Administrator”),\nand Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [_____], the Depositor and each\nOther Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates,\nto the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing\nAgreement, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification, that:\n\nThe report on assessment of compliance with\nservicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing Function Participant\nretained by the Custodian and related attestation report on assessment of compliance with servicing criteria applicable to it required\nto be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation\nAB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an\nexhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate\nAdministrator and the Depositor for disclosure in such annual report on Form 10-K.\n\nCapitalized terms used but\nnot defined herein have the meanings set forth in the Pooling and Servicing Agreement.\n\nDate:\n\nCOMPUTERSHARE TRUST COMPANY,\n\nNATIONAL ASSOCIATION\n\nBy:\n\nName:\n\nTitle:\n\nEXH. Z-6-1\n\nEXHIBIT Z-7\n\nFORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET\n\nREPRESENTATIONS REVIEWER\n\nWELLS FARGO COMMERCIAL MORTGAGE TRUST 2026-5C9\n(the “Trust”)\n\nI, [identify the certifying individual],\na [_______________] of Pentalpha Surveillance LLC (the “Asset Representations Reviewer”) as Asset Representations Reviewer\nunder that certain Pooling and Servicing Agreement dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nentered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as master servicer (the “Master\nServicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Deutsche Bank National\nTrust Company, as trustee, Computershare Trust Company, National Association, as certificate administrator (the “Certificate\nAdministrator”) and Pentalpha Surveillance LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the\nAsset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other\nDepositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with\nthe knowledge and intent that the applicable Certification Parties will rely upon this certification, that:\n\n1.\nBased on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports; and\n\n2.\nBased on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports.\n\nEXH. Z-7-1\n\nCapitalized terms used but\nnot defined herein have the meanings set forth in the Pooling and Servicing Agreement.\n\nDate:\n\nPENTALPHA SURVEILLANCE LLC,\n\nBy:\n\nName:\n\nTitle:\n\nEXH. Z-7-2\n\nEXHIBIT AA\n\nSERVICING CRITERIA TO BE ADDRESSED\n\nIN ASSESSMENT OF COMPLIANCE\n\nThe assessment of compliance\nto be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”\napplicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not\nrequiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or\nits staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not be construed to impose on any\nPerson any servicing duty that is not otherwise imposed on such Person under the main body of the Pooling and Servicing Agreement of which\nthis Exhibit AA forms a part or to require an assessment of a criterion that is not encompassed by the servicing duties of the\napplicable party that are set forth in the main body of such Pooling and Servicing Agreement. For the avoidance of doubt, for purposes\nof this Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer and Special Servicer\nbelow shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable.\n\n**APPLICABLE Servicing Criteria**\n**applicable\nParty(IES)**\n\n**Reference**\n**Criteria**\n \n\n \n**General Servicing Considerations**\n \n\n1122(d)(1)(i)\nPolicies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(1)(ii)\nIf any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(1)(iii)\nAny requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.\nN/A\n\n1122(d)(1)(iv)\nA fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.\n\nMaster Servicer\n\nSpecial Servicer\n\nCustodian (as applicable)\n\n1122(d)(1)(v)\nAggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\nEXH. AA-1\n\n**APPLICABLE Servicing Criteria**\n**applicable\nParty(IES)**\n\n**Reference**\n**Criteria**\n \n\n \n**Cash Collection and Administration**\n \n\n1122(d)(2)(i)\nPayments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(2)(ii)\nDisbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.\nCertificate Administrator\n\n1122(d)(2)(iii)\nAdvances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.\n\nTrustee (as applicable)2\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(2)(iv)\nThe related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(2)(v)\nEach custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(2)(vi)\nUnissued checks are safeguarded so as to prevent unauthorized access.\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(2)(vii)\nReconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\n21\nOnly to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.\n\nEXH. AA-2\n\n**APPLICABLE Servicing Criteria**\n**applicable\nParty(IES)**\n\n**Reference**\n**Criteria**\n \n\nand approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.\n\n \n**Investor Remittances and Reporting**\n \n\n1122(d)(3)(i)\nReports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.\nCertificate Administrator\n\nOperating Advisor (with respect to A and B)\n\n1122(d)(3)(ii)\nAmounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.\nCertificate Administrator\n\n1122(d)(3)(iii)\nDisbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.\nCertificate Administrator\n\n1122(d)(3)(iv)\nAmounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.\nCertificate Administrator\n\n \n**Pool Asset Administration**\n \n\n1122(d)(4)(i)\nCollateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.\n\nCustodian\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(4)(ii)\nMortgage loan and related documents are safeguarded as required by the transaction agreements\nCustodian\n\n1122(d)(4)(iii)\nAny additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.\n\nCertificate Administrator\n\nMaster Servicer\n\nSpecial Servicer\n\nEXH. AA-3\n\n**APPLICABLE Servicing Criteria**\n**applicable\nParty(IES)**\n\n**Reference**\n**Criteria**\n \n\n1122(d)(4)(iv)\nPayments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.\n\nMaster Servicer\n\n \n\n1122(d)(4)(v)\nThe Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.\n\nMaster Servicer\n\n \n\n1122(d)(4)(vi)\nChanges with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(4)(vii)\nLoss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.\n\nSpecial Servicer\n\nOperating Advisor\n\n1122(d)(4)(viii)\nRecords documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).\n\nMaster Servicer\n\nSpecial Servicer\n\n1122(d)(4)(ix)\nAdjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.\nMaster Servicer\n\n1122(d)(4)(x)\nRegarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified\nMaster Servicer\n\nEXH. AA-4\n\n**APPLICABLE Servicing Criteria**\n**applicable\nParty(IES)**\n\n**Reference**\n**Criteria**\n \n\nin the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.\n\n1122(d)(4)(xi)\nPayments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.\nMaster Servicer\n\n1122(d)(4)(xii)\nAny late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.\nMaster Servicer\n\n1122(d)(4)(xiii)\nDisbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.\nMaster Servicer\n\n1122(d)(4)(xiv)\nDelinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.\nMaster Servicer\n\n1122(d)(4)(xv)\nAny external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.\nN/A\n\nAt all times that the Certificate\nAdministrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment of compliance\nin respect of their combined responsibilities under Section 1122 of Regulation AB.\n\nAt all times that the Master\nServicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer, as applicable, may provide a combined\nassessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.\n\nEXH. AA-5\n\nEXHIBIT BB\n\nADDITIONAL FORM 10-D DISCLOSURE\n\nThe parties identified in the “Party Responsible”\ncolumn are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate\nAdministrator (or the applicable Master Servicer to the extent specified in Section 11.04 of the Pooling and Servicing Agreement) any\ninformation described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party\nhas actual knowledge (and in the case of net operating income information, financial statements, annual operating statements, budgets\nand/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other than information as\nto itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)\nshall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted\nfrom the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of\nthe Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to\nconclusively assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus\nand to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event\nshall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to\nany Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer, as\nthe case may be. For this Series 2026-5C9 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master\nServicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,\nliquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.\n\nItem on Form 10-D\nParty Responsible"}