{"url_path":"/sec/cik-0002128774/8-k/2026-06-25/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2128774/0001539497-26-001866-index.html","accession_number":"0001539497-26-001866","cik":"0002128774","ticker":null,"issuer_name":"BMO 2026-5C15 Mortgage Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/2128774/0001539497-26-001866-index.html","primary_entity_key":"0002128774","primary_entity_name":"BMO 2026-5C15 Mortgage Trust"},"word_count":273441,"has_tables":true,"body_markdown":"EX-4.1\n2\nexh4_1-5c15psa.htm\nPOOLING AND SERVICING AGREEMENT\n\n**Exhibit 4.1**\n\n**EXECUTION VERSION**\n\nBMO COMMERCIAL MORTGAGE SECURITIES LLC,\n\nDepositor,\n\nMIDLAND\nLOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,\n\nMaster Servicer,\n\n3650\nREIT Loan Servicing LLC,\n\nSpecial Servicer,\n\nBellOak,\nLLC,\n\nOperating Advisor and Asset Representations Reviewer,\n\nComputershare\nTrust Company, National Association,\n\nCertificate Administrator and Trustee\n\n \n\nPOOLING AND SERVICING AGREEMENT\n\nDated as of June 1, 2026\n\n \n\nBMO 2026-5C15 Mortgage Trust\n\nCommercial Mortgage Pass-Through Certificates\n\nSeries 2026-5C15\n\n   \n\n \n\nArticle I\n\nDEFINITIONS\n\nSection 1.01\nDefined Terms\n9\n\nSection 1.02\nCertain Calculations\n158\n\nSection 1.03\nCertain Constructions\n168\n\nArticle II\n\nCONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION\n\nLOANS; ORIGINAL ISSUANCE OF Trust CERTIFICATES\n\nSection 2.01\nConveyance of Mortgage Loans and Trust Subordinate Companion Loans\n169\n\nSection 2.02\nAcceptance by the Trustee, the Custodian and the Certificate Administrator\n176\n\nSection 2.03\nMortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties\n178\n\nSection 2.04\nRepresentations and Warranties of the Depositor\n195\n\nSection 2.05\nRepresentations, Warranties and Covenants of the Master Servicer\n197\n\nSection 2.06\nRepresentations, Warranties and Covenants of the Special Servicer\n199\n\nSection 2.07\nRepresentations and Warranties of the Trustee\n201\n\nSection 2.08\nRepresentations and Warranties of the Certificate Administrator\n203\n\nSection 2.09\nRepresentations, Warranties and Covenants of the Operating Advisor\n204\n\nSection 2.10\nRepresentations, Warranties and Covenants of the Asset Representations Reviewer\n206\n\nSection 2.11\nExecution and Delivery of Trust Certificates; Issuance of Lower-Tier Regular Interests and Trust Subordinate Companion Loan Regular Interests\n208\n\nSection 2.12\nMiscellaneous REMIC and Grantor Trust Provisions\n208\n\nSection 2.13\nBare Trust\n210\n\nArticle III\n\nADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS and trust\n\nsubordinate companion loans\n\nSection 3.01\nMaster Servicer to Act as Master Servicer; Administration of the Mortgage Loans and Trust Subordinate Companion Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans\n210\n\nSection 3.02\nLiability of the Master Servicer and the Special Servicer\n224\n\nSection 3.03\nCollection of Certain Mortgage Loan Payments\n225\n\nSection 3.04\nCollection of Taxes, Assessments and Similar Items; Escrow Accounts\n227\n\nSection 3.05\nCollection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution Account; and Legal Fee Reserve Account\n229\n\nSection 3.05A\nWhole Loan Custodial Account\n235\n\n - i - \n\n \n\nSection 3.06\nPermitted Withdrawals From the Collection Account\n238\n\nSection 3.06A.\nPermitted Withdrawals From the Whole Loan Custodial Account\n245\n\nSection 3.07\nInvestment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts\n251\n\nSection 3.08\nMaintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage\n253\n\nSection 3.09\nEnforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions\n258\n\nSection 3.10\nAppraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans\n264\n\nSection 3.11\nTrustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files\n272\n\nSection 3.12\nServicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation\n274\n\nSection 3.13\nCompensating Interest Payments\n283\n\nSection 3.14\nApplication of Penalty Charges and Modification Fees\n284\n\nSection 3.15\nAccess to Certain Documentation\n285\n\nSection 3.16\nTitle and Management of REO Properties\n287\n\nSection 3.17\nSale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans\n292\n\nSection 3.18\nAdditional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder\n300\n\nSection 3.19\nLock-Box Accounts, Escrow Accounts\n301\n\nSection 3.20\nProperty Advances\n302\n\nSection 3.21\nAppointment of Special Servicer; Asset Status Reports\n306\n\nSection 3.22\nTransfer of Servicing Between Master Servicer and Special Servicer; Record Keeping\n311\n\nSection 3.23\nInterest Reserve Account\n313\n\nSection 3.24\nModifications, Waivers, Amendments and Other Actions\n313\n\nSection 3.25\nAdditional Obligations With Respect to Certain Mortgage Loans\n320\n\nSection 3.26\nCertain Matters Relating to the Outside Serviced Mortgage Loans\n320\n\nSection 3.27\nAdditional Matters Regarding Advance Reimbursement\n321\n\nSection 3.28\nServiced Companion Loan Intercreditor Matters\n323\n\nSection 3.29\nAppointment and Duties of the Operating Advisor\n326\n\nSection 3.30\nRating Agency Confirmation\n332\n\nSection 3.31\nGeneral Acknowledgement Regarding Companion Loan Holders\n335\n\nSection 3.32\nDelivery of Excluded Information to the Certificate Administrator\n335\n\nSection 3.33\nLitigation Control\n336\n\nSection 3.34\nResignation Upon Prohibited Risk Retention Affiliation\n340\n\nArticle IV\n\nDISTRIBUTIONS TO TRUST CERTIFICATEHOLDERS AND UNCERTIFICATED\n\nINTEREST OWNERS\n\nSection 4.01\nDistributions\n341\n\n - ii - \n\n \n\nSection 4.02\nStatements to Trust Certificateholders and Uncertificated Interest Owner; Certain Reports by the Master Servicer and the Special Servicer\n357\n\nSection 4.03\nCompliance With Withholding Requirements\n379\n\nSection 4.04\nREMIC Compliance\n380\n\nSection 4.05\nImposition of Tax on the Trust REMICs\n382\n\nSection 4.06\nRemittances; P&I Advances\n384\n\nSection 4.07\nGrantor Trust Reporting\n391\n\nSection 4.08\nCalculations\n392\n\nSection 4.09\nSecure Data Room\n393\n\nArticle V\n\nTHE CERTIFICATES\n\nSection 5.01\nThe Certificates\n394\n\nSection 5.02\nForm and Registration\n395\n\nSection 5.03\nRegistration of Transfer and Exchange of Certificates\n399\n\nSection 5.04\nMutilated, Destroyed, Lost or Stolen Trust Certificates\n409\n\nSection 5.05\nPersons Deemed Owners\n410\n\nSection 5.06\nAppointment of Paying Agent\n410\n\nSection 5.07\nAccess to Trust Certificateholders’ Names and Addresses; Special Notices\n411\n\nSection 5.08\nActions of Trust Certificateholders\n412\n\nSection 5.09\nAuthenticating Agent\n412\n\nSection 5.10\nAppointment of Custodian\n413\n\nSection 5.11\nMaintenance of Office or Agency\n414\n\nSection 5.12\nVoting Procedures\n414\n\nArticle VI\n\nTHE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the\n\nOperating Advisor, THE Asset Representations Reviewer and the\n\nControlling Class Representative\n\nSection 6.01\nLiability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor\n416\n\nSection 6.02\nMerger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer\n416\n\nSection 6.03\nLimitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others\n417\n\nSection 6.04\nLimitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor\n419\n\nSection 6.05\nRights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer\n421\n\nSection 6.06\nMaster Servicer, Special Servicer as Owner of a Trust Certificate\n422\n\nSection 6.07\nRating Agency Fees\n423\n\nSection 6.08\nTermination of the Special Servicer\n423\n\n - iii - \n\n \n\nSection 6.09\nThe Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties\n432\n\nArticle VII\n\nDEFAULT\n\nSection 7.01\nServicer Termination Events\n443\n\nSection 7.02\nTrustee to Act; Appointment of Successor\n450\n\nSection 7.03\nNotification to Certificateholders\n452\n\nSection 7.04\nOther Remedies of Trustee\n452\n\nSection 7.05\nWaiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination\n453\n\nSection 7.06\nTermination of the Operating Advisor\n454\n\nArticle VIII\n\nCONCERNING THE TRUSTEE and The Certificate Administrator\n\nSection 8.01\nDuties of the Trustee and the Certificate Administrator\n457\n\nSection 8.02\nCertain Matters Affecting the Trustee and the Certificate Administrator\n461\n\nSection 8.03\nNeither the Trustee Nor the Certificate Administrator Is Liable for Trust Certificates or Trust Loans\n464\n\nSection 8.04\nTrustee and Certificate Administrator May Own Trust Certificates\n465\n\nSection 8.05\nPayment of Trustee/Certificate Administrator Fees and Expenses; Indemnification\n466\n\nSection 8.06\nEligibility Requirements for the Trustee, the Certificate Administrator\n469\n\nSection 8.07\nResignation and Removal of the Trustee or the Certificate Administrator\n470\n\nSection 8.08\nSuccessor Trustee or Successor Certificate Administrator\n472\n\nSection 8.09\nMerger or Consolidation of the Trustee or the Certificate Administrator\n473\n\nSection 8.10\nAppointment of Co-Trustee or Separate Trustee\n473\n\nSection 8.11\nAccess to Certain Information\n474\n\nSection 8.12\nAppointment of Back-Up Advancing Agent\n476\n\nArticle IX\n\nTERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE\n\nSection 9.01\nTermination; Optional Mortgage Loan Purchase\n477\n\nArticle X\n\nEXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE\n\nSection 10.01\nIntent of the Parties; Reasonableness\n483\n\nSection 10.02\nSuccession; Sub-Servicers; Subcontractors\n483\n\nSection 10.03\nFiling Obligations\n486\n\nSection 10.04\nForm 10-D and Form ABS-EE Filings\n487\n\n - iv - \n\n \n\nSection 10.05\nForm 10-K Filings\n491\n\nSection 10.06\nSarbanes-Oxley Certification\n494\n\nSection 10.07\nForm 8-K Filings\n495\n\nSection 10.08\nAnnual Compliance Statements\n498\n\nSection 10.09\nAnnual Reports on Assessment of Compliance With Servicing Criteria\n499\n\nSection 10.10\nAnnual Independent Public Accountants’ Servicing Report\n501\n\nSection 10.11\nSignificant Obligors\n502\n\nSection 10.12\nIndemnification\n503\n\nSection 10.13\nAmendments\n506\n\nSection 10.14\nRegulation AB Notices\n506\n\nSection 10.15\nTermination of the Certificate Administrator\n506\n\nSection 10.16\nTermination of the Master Servicer or the Special Servicer\n507\n\nSection 10.17\nTermination of Sub-Servicing Agreements\n507\n\nSection 10.18\nNotification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan\n508\n\nSection 10.19\nTermination of Exchange Act Filings With Respect to the Trust\n510\n\nArticle XI\n\nASSET REVIEW PROVISIONS\n\nSection 11.01\nAsset Review\n510\n\nSection 11.02\nPayment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability\n517\n\nSection 11.03\nResignation of the Asset Representations Reviewer\n519\n\nSection 11.04\nRestrictions of the Asset Representations Reviewer\n519\n\nSection 11.05\nTermination of the Asset Representations Reviewer\n519\n\nArticle XII\n\nMISCELLANEOUS PROVISIONS\n\nSection 12.01\nCounterparts\n522\n\nSection 12.02\nLimitation on Rights of Trust Certificateholders and the Uncertificated Interest Owners\n523\n\nSection 12.03\nGoverning Law\n524\n\nSection 12.04\nNotices\n524\n\nSection 12.05\nSeverability of Provisions\n533\n\nSection 12.06\nNotice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency\n533\n\nSection 12.07\nAmendment\n535\n\nSection 12.08\nConfirmation of Intent\n539\n\nSection 12.09\nThird-Party Beneficiaries\n540\n\nSection 12.10\nRequest by Trust Certificateholders or the Serviced Companion Loan Holder\n540\n\nSection 12.11\nWaiver of Jury Trial\n540\n\nSection 12.12\nSubmission to Jurisdiction\n541\n\nSection 12.13\nExchange Act Rule 17g-5 Procedures\n541\n\n - v - \n\n \n\nSection 12.14\nCooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements\n546\n\nSection 12.15\nElectronic Signatures\n547\n\nSection 12.16\nPNC Bank, National Association\n547\n\n \n\n - vi - \n\n \n\n \n\nTABLE\nOF EXHIBITS\n\nExhibit A-1\nForm of Class A-1 Certificate\n\nExhibit A-2\nForm of Class A-2 Certificate\n\nExhibit A-3\nForm of Class A-3 Certificate\n\nExhibit A-4\nForm of Class X-A Certificate\n\nExhibit A-5\nForm of Class X-B Certificate\n\nExhibit A-6\nForm of Class A-S Certificate\n\nExhibit A-7\nForm of Class B Certificate\n\nExhibit A-8\nForm of Class C Certificate\n\nExhibit A-9\nForm of Class X-D Certificate\n\nExhibit A-10\nForm of Class D Certificate\n\nExhibit A-11\nForm of Class E-RR Certificate\n\nExhibit A-12\nForm of Class F-RR Certificate\n\nExhibit A-13\nForm of Class G-RR Certificate\n\nExhibit A-14\nForm of Class J-RR Certificate\n\nExhibit A-15\nForm of Class R Certificate\n\nExhibit A-16\nForm of Class S Certificate1\n\nExhibit A-17\nForm of Class VRR Certificate2\n\nExhibit A-18\nForm of Loan-Specific Certificate3\n\nExhibit B\nMortgage Loan Schedule\n\nExhibit C\nForm of Request for Release\n\nExhibit D\nForm of Distribution Date Statement\n\nExhibit E\nForm of Transfer Certificate for Rule 144A\nGlobal Certificate to Temporary Regulation S Global Certificate\n\nExhibit F\nForm of Transfer Certificate for Rule 144A\nGlobal Certificate to Regulation S Global Certificate\n\nExhibit G\nForm of Transfer Certificate for Temporary Regulation S\nGlobal Certificate to Rule 144A Global Certificate during Restricted Period\n\nExhibit H\nForm of Certification to be given by Certificate\nOwner of Temporary Regulation S Global Certificate\n\nExhibit I\nForm of Transfer Certificate for Non-Book Entry\nCertificate to Temporary Regulation S Global Certificate\n\nExhibit J\nForm of Transfer Certificate for Non-Book Entry\nCertificate to Regulation S Global Certificate\n\nExhibit K\nForm of Transfer Certificate for Non-Book Entry\nCertificate to Rule 144A Global Certificate\n\nExhibit L-1\nForm of Affidavit Pursuant to Sections 860D(a)(6)(A)\nand 860E(e)(4) of the Internal Revenue Code of 1986, as Amended\n\nExhibit L-2A\nForm of Transferor Letter for Transfer of Class\nR Certificates\n\nExhibit L-2B\nForm of Transferor Letter for Transfer of Non-Book\nEntry Certificates (other than Public Certificates)\n\n1 No Class S Certificates will be issued under this\nAgreement.\n\n2 No Class VRR Certificates will be issued under this\nAgreement.\n\n3 No Loan-Specific Certificates will be issued under\nthis Agreement.\n\n - vii - \n\n \n\n \n\nExhibit L-3\nForm of Transferee Letter\n\nExhibit L-4\nForm of Investment Representation Letter\n\nExhibit L-5A\nForm of Transferee Certificate for Transfer of Uncertificated\nInterests\n\nExhibit L-5B\nForm of Transferee Certificate for Transfer of Class\nVRR Certificates\n\nExhibit L-5C\nForm of Transferee Certificate for Transfer of Certificates\nEvidencing the HRR Interest\n\nExhibit L-5D\n[RESERVED]\n\nExhibit L-5E\n[RESERVED]\n\nExhibit L-6A\nForm of Transferor Certificate for Transfer of Uncertificated\nInterests\n\nExhibit L-6B\nForm of Transferor Certificate for Transfer of Class\nVRR Certificates\n\nExhibit L-6C\nForm of Transferor Certificate for Transfer of Certificates\nEvidencing the HRR Interest\n\nExhibit L-6D\n[RESERVED]\n\nExhibit L-6E\n[RESERVED]\n\nExhibit M-1A\nForm of Investor Certification for Non-Borrower\nParty (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling\nClass Representative and/or a Loan-Specific Controlling Class Certificateholder)\n\nExhibit M-1B\nForm of Investor Certification for Non-Borrower\nParty (for the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative\nand/or a Loan-Specific Controlling Class Certificateholder)\n\nExhibit M-1C\nForm of Investor Certification for Borrower Party\n(for the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative\nand/or a Loan-Specific Controlling Class Certificateholder)\n\nExhibit M-1D\nForm of Investor Certification for Borrower Party\n(for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Risk Retention Consultation\nParty, a Holder of Class VRR Certificate(s), a Loan-Specific Controlling Class Representative, a Loan-Specific Controlling Class\nCertificateholder and/or an Uncertificated Interest Owner)\n\nExhibit M-1E\nForm of Investor Certification for Borrower Party\n(for a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s) or an Uncertificated Interest Owner)\n\nExhibit M-1F\nForm of Notice of Excluded Controlling Class Holder\n\nExhibit M-1G\nForm of Notice of Excluded Controlling Class Holder\nto Certificate Administrator\n\nExhibit M-1H\nForm of Certification of the Controlling Class Representative\nand a Loan-Specific Controlling Class Representative\n\nExhibit M-1I\nForm of Certification of a Risk Retention Consultation\nParty\n\nExhibit M-2A\nForm of Investor Certification for Exercising Voting\nRights or Pooled Voting Rights for Non-Borrower Party\n\nExhibit M-2B\nForm of Investor Certification for Exercising Voting\nRights or Pooled Voting Rights for Borrower Party\n\nExhibit M-3\nForm of Online Vendor Certification\n\n - viii - \n\n \n\n \n\nExhibit M-4\nForm of Confidentiality Agreement\n\nExhibit M-5\nForm of NRSRO Certification\n\nExhibit N\nCustodian Certification\n\nExhibit O\nServicing Criteria to be Addressed in Assessment\nof Compliance\n\nExhibit P\n[RESERVED]\n\nExhibit Q\nRetained Defeasance Rights and Obligations Mortgage\nLoans\n\nExhibit R\nForm of Operating Advisor Annual Report\n\nExhibit S\nSub-Servicing Agreements\n\nExhibit T\nForm of Recommendation of Special Servicer Termination\n\nExhibit U\nAdditional Form 10-D Disclosure\n\nExhibit V\nAdditional Form 10-K Disclosure\n\nExhibit W-1\nForm of Additional Disclosure Notification\n\nExhibit W-2\nForm of Additional Disclosure Notification (Accounts)\n\nExhibit W-3\nForm of Notice of Additional Indebtedness Notification\n\nExhibit X\nForm Certification to be Provided with Form 10-K\n\nExhibit Y-1\nForm of Certification to be Provided to Depositor\nby the Certificate Administrator\n\nExhibit Y-2\nForm of Certification to be Provided to Depositor\nby the Master Servicer\n\nExhibit Y-3\nForm of Certification to be Provided to Depositor\nby the Special Servicer\n\nExhibit Y-4\nForm of Certification to be Provided to Depositor\nby the Operating Advisor\n\nExhibit Y-5\nForm of Certification to be Provided to Depositor\nby the Custodian\n\nExhibit Y-6\nForm of Certification to be Provided to Depositor\nby the Trustee\n\nExhibit Y-7\nForm of Certification to be Provided to Depositor\nby the Asset Representations Reviewer\n\nExhibit Y-8\nForm of Certification to be Provided to Depositor\nby a Sub-Servicer\n\nExhibit Y-9\nForm of Certification to be Provided to Depositor\nby the Back-Up Advancing Agent\n\nExhibit Z\nForm 8-K Disclosure Information\n\nExhibit AA-1\nForm of Power of Attorney for Master Servicer\n\nExhibit AA-2\nForm of Power of Attorney for Special Servicer\n\nExhibit BB\n[RESERVED]\n\nExhibit CC-1\nForm of Transferor Certificate for Transfer of the\nExcess Servicing Fee Rights\n\nExhibit CC-2\nForm of Transferee Certificate for Transfer of the\nExcess Servicing Fee Rights\n\nExhibit DD\nForm of Notice and Certification Regarding Defeasance\nof Mortgage Loan\n\nExhibit EE\n[RESERVED]\n\nExhibit FF-1\nForm of Notice Regarding Outside Serviced Mortgage\nLoan (Mountain Industrial Portfolio Mortgage Loan)\n\nExhibit FF-2\nForm of Notice Regarding Outside Serviced Mortgage\nLoan (1500 Post Oak Boulevard Mortgage Loan)\n\n - ix - \n\n \n\n \n\nExhibit\nFF-3\nForm of Notice Regarding Outside Serviced\nMortgage Loan (Admiral’s Cove Mortgage Loan and Prospect Place Apartments Mortgage Loan)\n\nExhibit\nFF-4\nForm of Notice Regarding Outside Serviced Mortgage\nLoan (Crossgates Mall Mortgage Loan)\n\nExhibit\nFF-5\nForm of Notice Regarding Outside Serviced Mortgage\nLoan (Seneca One Mortgage Loan)\n\nExhibit\nFF-6\nForm of Notice Regarding Outside Serviced Mortgage\nLoan (The Towers at Cupertino City Mortgage Loan)\n\nExhibit\nFF-7\nForm of Notice Regarding Servicing Shift Mortgage\nLoan (The Landing Mortgage Loan) [TO BE SENT UPON SECURITIZATION OF THE RELATED CONTROLLING PARI PASSU COMPANION LOAN]\n\nExhibit\nFF-8\nForm of Notice Regarding Outside Serviced Mortgage\nLoan (The Rockwell Mortgage Loan)\n\nExhibit\nFF-9\nForm of Notice Regarding Outside Serviced Servicing\nShift Mortgage Loan (Crossgates Mall Mortgage Loan) [TO BE SENT UPON SECURITIZATION OF THE RELATED CONTROLLING PARI PASSU COMPANION\nLOAN]\n\nExhibit\nGG\nSpecified Mortgage Loans\n\nExhibit\nHH\nForm of Asset Review Report\n\nExhibit\nII\nForm of Asset Review Report Summary\n\nExhibit\nJJ\nAsset Review Procedures\n\nExhibit\nKK\nForm of Certification to Certificate Administrator\nRequesting Access to Secure Data Room\n\nExhibit\nLL\nForm of Notice of [Additional Delinquent Loan][Cessation\nof Delinquent Loan][Cessation of Asset Review Trigger]\n\nExhibit\nMM\nForm of Certificate Administrator Receipt in Respect\nof Risk Retention Certificates\n\nExhibit\nNN\nInitial Serviced Companion Loan Holders\n\n - x - \n\n \n\nPooling and Servicing Agreement,\ndated as of June 1, 2026, between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,\nNational Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, BellOak, LLC, as Operating Advisor and as\nAsset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.\n\nPRELIMINARY STATEMENT:\n\n(Terms used but not defined in this Preliminary\n\nStatement shall have the meanings\n\nspecified in Article I hereof)\n\nThe Depositor intends to\nsell pass-through certificates to be issued hereunder in multiple classes which in the aggregate, together with any Uncertificated\nInterests, will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans and any\nTrust Subordinate Companion Loans. As provided herein, the Certificate Administrator will elect that various segregated portions of the\nTrust Fund (other than any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust Assets) be treated for federal income\ntax purposes as two separate REMICs designated as the “Upper-Tier REMIC” and the “Lower-Tier REMIC”,\nrespectively, and a separate REMIC in connection with each Trust Subordinate Companion Loan, if any, each designated as a “Trust\nSubordinate Companion Loan REMIC”.\n\nIn addition, the parties\nintend that the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust Assets\nwill be treated as a grantor trust under subpart E of Part I of subchapter J of the Code. Solely for federal income tax purposes, the\nCombined VRR Interest shall represent undivided beneficial interests in any VRR Specific Grantor Trust Assets, and the Class S Certificates\nshall represent undivided beneficial interests in any Class S Specific Grantor Trust Assets. However, because the Trust Fund will not\ninclude ARD Mortgage Loans as of the Closing Date, there will not be any VRR Specific Grantor Trust Assets or Class S Specific Grantor\nTrust Assets, and no Excess Interest Distribution Account will be established. Accordingly, there will not be a Grantor Trust and all\nreferences in this Agreement to “Grantor Trust” shall be disregarded.\n\nLOAN REMIC\n\n**The Trust Fund will\nnot include any Loan REMIC Held Mortgage Loan or Loan REMIC as of the Closing Date, and there will be no REMIC Declaration, Loan REMIC,\nLoan REMIC Regular Interest, Loan REMIC Residual Interest with respect to the Trust. Accordingly, all references in this Agreement to\n“Loan REMIC”, “Loan REMIC Held Mortgage Loan”, “Loan REMIC Regular Interest”, “Loan REMIC Residual\nInterest”, “Loan REMIC Residual Distribution Account” and “REMIC Declaration” shall be disregarded.**\n\nTRUST SUBORDINATE\nCOMPANION LOAN REMIC(S)\n\n**For the avoidance of\ndoubt, the Trust Fund will not include any Trust Subordinate Companion Loans. Accordingly, no separate REMIC elections will be made as\nto any Trust Subordinate Companion Loan, and no Trust Subordinate Companion Loan REMICs, Trust**\n\n - 1 - \n\n \n\n**Subordinate Companion Loan Regular Interests\nor Trust Subordinate Companion Loan Residual Interests shall exist.**\n\nLOWER-TIER\nREMIC\n\nThe Lower-Tier REMIC will\nhold the Loan REMIC Regular Interests (if any) and, except for the Loan REMIC Held Mortgage Loans (if any), the Mortgage Loans (exclusive\nof any Excess Interest) and will issue (i) 10 classes of uncertificated Lower-Tier Regular Interests (designated as the Class\nLA-1, Class LA-2, Class LA-3, Class LA-S, Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR\nand Class LJ-RR Lower-Tier Regular Interests, respectively), each of which will constitute a class of “regular interests”\nin the Lower-Tier REMIC, (ii) only if the table in the next paragraph indicates that it has an original Lower-Tier Principal Balance\ngreater than zero, an additional class of uncertificated Lower-Tier Regular Interests (designated as the Class LVRR Lower-Tier Regular\nInterest), which (if issued) will constitute a class of “regular interests” in the Lower-Tier REMIC, (iii) only if the table\nin the next paragraph indicates that it has an original Lower-Tier Principal Balance greater than zero, an additional class of uncertificated\nLower-Tier Regular Interests (designated as the LUVRR Lower-Tier Regular Interest), which (if issued) will constitute a class of “regular\ninterests” in the Lower-Tier REMIC, and (iv) the Lower-Tier Residual Interest, which will be the sole class of “residual\ninterests” in the Lower-Tier REMIC and will be evidenced by the Class R Certificates. For the avoidance of doubt, no Class LVRR\nLower-Tier Regular Interest or LUVRR Lower-Tier Regular Interest shall be issued on the Closing Date, and any references to “Class\nLVRR Lower-Tier Regular Interest” or “LUVRR Lower-Tier Regular Interest” in this Agreement shall be disregarded.\n\nThe following table sets\nforth the per annum rate at which interest will accrue on, and the original Lower-Tier Principal Balance of, each Lower-Tier Regular\nInterest:\n\n**Designation of\nLower-Tier Regular Interest**\n\n**Interest Rate**\n\n**Original Lower-Tier\nPrincipal Balance**\n\nClass LA-1\n(1)\n$1,257,000\n\nClass LA-2\n(1)\n$72,000,000\n\nClass LA-3\n(1)\n$365,047,000\n\nClass LA-S\n(1)\n$60,267,000\n\nClass LB\n(1)\n$31,307,000\n\nClass LC\n(1)\n$23,481,000\n\nClass LD\n(1)\n$16,123,000\n\nClass LE-RR\n(1)\n$11,271,000\n\nClass LF-RR\n(1)\n$8,610,000\n\nClass LG-RR\n(1)\n$9,392,000\n\nClass LJ-RR\n(1)\n$27,394,447\n\nClass LVRR\n(1)\n$0\n\nLUVRR\n(1)\n$0\n\n \n \n \n\n(1)Each Lower-Tier Regular Interest will accrue interest at the WAC Rate in effect from time to time.\n\n - 2 - \n\n \n\nThe Lower-Tier Residual\nInterest will not have a Lower-Tier Principal Balance, will not bear interest and will not be entitled to distributions of Yield Maintenance\nCharges. Any Aggregate Available Funds remaining in the Lower-Tier REMIC Distribution Account after all distributions deemed made\non the Lower-Tier Regular Interests on any Distribution Date will be payable to the Holders of the Class R Certificates in respect\nof the Lower-Tier Residual Interest.\n\nUPPER-TIER\nREMIC\n\nThe Upper-Tier REMIC\nwill hold the Lower-Tier Regular Interests and any Trust Subordinate Companion Loan Regular Interests and will issue (i) the\nClass A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class J-RR Certificates,\neach class of which evidences a class of “regular interests” in the Upper-Tier REMIC, (ii) only if the table in the\nnext paragraph indicates that it has an original Certificate Balance greater than zero, the Class VRR Certificates, which (if issued)\nwill evidence a class of “regular interests” in the Upper Tier REMIC, (iii) only if the table in the next paragraph indicates\nthat it has an original Certificate Balance greater than zero, the Uncertificated VRR Interest, which (if issued) will be a class of “regular\ninterests” in the Upper-Tier REMIC, (iv) the Class X-A, Class X-B and Class X-D Certificates, each class of which evidences\none or more classes of “regular interests” in the Upper-Tier REMIC, (v) any Loan-Specific Certificates, each class of\nwhich evidences a class of “regular interests” in the Upper-Tier REMIC, (vi) any Loan-Specific Uncertificated Interests, each\nof which will be a class of “regular interests” in the Upper-Tier REMIC, and (vii) the Upper-Tier Residual Interest,\nwhich will be the sole class of “residual interests” in the Upper-Tier REMIC and will also be evidenced by the Class R\nCertificates. **For the avoidance of doubt, no Class VRR Certificates, Uncertificated VRR Interest, Loan-Specific Certificates or Loan-Specific\nUncertificated Interests shall be issued on the Closing Date, and any references to “Class VRR Certificates”, “Uncertificated\nVRR Interest”, “Loan-Specific Certificates”, “Loan-Specific Certificate”, “Loan-Specific Uncertificated\nInterests” or “Loan-Specific Uncertificated Interest” in this Agreement shall be disregarded.**\n\nThe following table sets\nforth the approximate initial pass-through rate and the original Certificate Balance or, in the case of each Class of the Interest-Only\nTrust Certificates, the original Notional Amount, or, in the case of each Uncertificated Interest, the original Uncertificated Interest\nBalance, as applicable, for each Class of Regular Certificates, each Class of any Loan-Specific Certificates and each Uncertificated Interest:\n\n**Class\nDesignation**\n\n**Approximate\nInitial Pass-Through Rate (per annum)**\n\n**Original\nCertificate Balance / Original Notional Amount / Uncertificated Interest Balance**\n\nClass A-1\n4.84410%\n$1,257,000\n\nClass A-2\n5.19950%\n$72,000,000\n\nClass A-3\n5.68350%\n$365,047,000\n\nClass X-A(1)\n1.08280%\n$438,304,000\n\nClass X-B(1)\n0.61274%\n$115,055,000\n\nClass A-S\n5.98360%\n$60,267,000\n\n - 3 - \n\n \n\n \n\nClass B\n6.23470%\n$31,307,000\n\nClass C\n6.08020%\n$23,481,000\n\nClass\nX-D(1)\n2.18438%\n$16,123,000\n\nClass D\n4.50000%\n$16,123,000\n\nClass E-RR\n6.68438%\n$11,271,000\n\nClass F-RR\n6.68438%\n$8,610,000\n\nClass G-RR\n6.68438%\n$9,392,000\n\nClass J-RR\n6.68438%\n$27,394,447\n\nClass\nVRR\n(2)\n$0\n (3)\n\nUncertificated\nVRR Interest\n(4)\n$0\n (3)\n\n(1)The Class X-A, Class X-B and Class X-D Certificates will not have Certificate Balances; rather, each\nsuch Class of Certificates will accrue interest as provided herein on the related Notional Amount.\n\n(2)Other than for tax reporting purposes, the Class VRR Certificates will not have a Pass-Through Rate, but\nwill be entitled to interest on any Distribution Date equal to a *pro rata* portion of the VRR Interest Distribution Amount for such\nDistribution Date as set forth in Section 4.01(c). For tax reporting purposes, the Class VRR Certificates will accrue interest\nat the WAC Rate in effect from time to time.\n\n(3)$0 is also the initial Combined VRR Interest Balance.\n\n(4)Other than for tax reporting purposes, the Uncertificated VRR Interest will not have a Pass-Through Rate,\nbut will be entitled to interest on any Distribution Date equal to a pro rata portion of the VRR Interest Distribution Amount for such\nDistribution Date as set forth in Section 4.01(c). For tax reporting purposes, the Uncertificated VRR Interest will accrue interest at\nthe WAC Rate in effect from time to time.\n\n \n\nThe Upper-Tier Residual\nInterest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield\nMaintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions\nunder this Agreement have been made with respect to the Regular Certificates, the Loan-Specific Certificates and the Uncertificated Interests,\nwill be distributed to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest.\n\nThe following table sets\nforth, with respect to each Class of Principal Balance Certificates, each Class of any Loan-Specific Principal Balance Certificates\nand each Uncertificated Interest, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular\nInterest”) or Trust Subordinate Companion Loan Regular Interest (the “Corresponding Trust Subordinate Companion Loan\nRegular Interest”), as applicable, and any corresponding component of the Interest-Only Trust Certificates (the “Corresponding\nComponent”). Each Class of Principal Balance Certificates constitutes the “Corresponding Certificates”\nwith respect to each of the Corresponding Lower-Tier Regular Interest and the Corresponding Component (if any) for that Class. The\nUncertificated VRR Interest is deemed to be the “Corresponding Certificates” with respect to the LUVRR Lower-Tier Regular\nInterest. Each Class of any Loan-Specific Principal Balance Certificates constitutes the “Corresponding Certificates”\nwith respect to the Corresponding Trust Subordinate Companion Loan Regular Interest and the Corresponding Component (if any) for that\nClass. Each Loan-Specific Uncertificated Interest (if any) is deemed to constitute the “Corresponding Certificates”\nwith respect to the Corresponding Trust Subordinate Companion Loan Regular Interest for that Loan-Specific Uncertificated Interest. **For\nthe avoidance of doubt, no Class VRR Certificates, Uncertificated VRR Interest, Loan-Specific Principal Balance Certificates or Loan-Specific\nUncertificated Interests shall be issued on the Closing Date, and any references to “Class VRR Certificates”, “Uncertificated\nVRR**\n\n - 4 - \n\n \n\n**Interest”, “Class LVRR Lower-Tier\nRegular Interest”, “LUVRR Lower-Tier Regular Interest”, “Loan-Specific Principal Balance Certificates”,\n“Loan-Specific Principal Balance Certificate”, “Loan-Specific Uncertificated Interests”, “Loan-Specific\nUncertificated Interest”, “Corresponding Trust Subordinate Companion Loan Regular Interests” or “Corresponding\nTrust Subordinate Companion Loan Regular Interest” in this Agreement shall be disregarded.**\n\n**Class Designation**\n\n**Corresponding\nLower-Tier Regular Interest or Trust Subordinate Companion Loan Regular Interest(1)**\n\n**Corresponding\nComponent(1)**\n\nClass A-1\nClass\nLA-1\nClass\nA-1\n\nClass A-2\nClass LA-2\nClass\nA-2\n\nClass A-3\nClass LA-3\nClass\nA-3\n\nClass A-S\nClass\nLA-S\nClass\nA-S\n\nClass B\nClass\nLB\nClass\nB\n\nClass C\nClass\nLC\nClass\nC\n\nClass D\nClass\nLD\nClass\nD\n\nClass E-RR\nClass\nLE-RR\nN/A\n\nClass F-RR\nClass\nLF-RR\nN/A\n\nClass G-RR\nClass\nLG-RR\nN/A\n\nClass J-RR\nClass\nLJ-RR\nN/A\n\nClass VRR\nClass\nLVRR\nN/A\n\nUncertificated VRR Interest\nLUVRR\nN/A\n\n(1)The Corresponding Lower-Tier Regular Interest and the Corresponding Component, if any, with respect\nto any Class of Non-Vertically Retained Principal Balance Certificates are also the Corresponding Lower-Tier Regular Interest and Corresponding\nComponent with respect to each other. The Corresponding Trust Subordinate Companion Loan Regular Interest and the Corresponding Component,\nif any, with respect to any Class of Loan-Specific Principal Balance Certificates are also the Corresponding Trust Subordinate Companion\nLoan Regular Interest and Corresponding Component with respect to each other.\n\nThe Holders of each Class\nof Loan-Specific Certificates and the owner of each Loan-Specific Uncertificated Interest shall only be entitled to receive distributions\nin respect of, and shall only incur losses with respect to, the related Trust Subordinate Companion Loan, which is not part of the Mortgage\nPool backing the Certificates. Neither the Uncertificated VRR Interest nor any Class of Certificates (other than the Class R Certificates)\nhas an interest in any Trust Subordinate Companion Loan.\n\nGRANTOR TRUST\n\nThe portions of the Trust\nFund consisting of any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust Assets shall be treated as a grantor trust\nunder subpart E, part I of subchapter J of the Code for federal income tax purposes. The Class VRR Certificates (with an initial Certificate\nBalance of $0) and the Uncertificated VRR Interest (with an initial Uncertificated VRR Interest Balance of $0) shall represent undivided\nbeneficial interests in the portion of the Grantor Trust consisting of any VRR Specific Grantor Trust Assets and (if issued)\n\n - 5 - \n\n \n\nthe Class S Certificates shall represent undivided\nbeneficial interests in the portion of the Grantor Trust consisting of any Class S Specific Grantor Trust Assets. As provided herein,\nthe Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor\ntrust” or (ii) be treated as part of either Trust REMIC. **For the avoidance of doubt, the Trust Fund will not include ARD Mortgage\nLoans as of the Closing Date, and there will not be any VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and\nno Excess Interest Distribution Account will be established. Accordingly, there will not be a Grantor Trust and all references in this\nAgreement to “Grantor Trust” shall be disregarded. Furthermore, no Class S Certificates shall be issued on the Closing Date\nand all references in this Agreement to “Class S Certificates” shall be disregarded.**\n\nWHOLE LOANS\n\nThe following table (the\n“Whole Loan Table”) identifies, by loan number for the related Mortgage Loan and name of the related Mortgaged Property\nor portfolio of Mortgaged Properties (in each case as set forth on the Mortgage Loan Schedule), each of the Whole Loans related to the\nTrust as of the Closing Date, and further, with respect to each such Whole Loan, sets forth or otherwise identifies as of the Closing\nDate: (1) whether the subject Whole Loan is a Serviced Whole Loan, an Outside Serviced Whole Loan or a Servicing Shift Whole Loan; (2)\nin the case of an Outside Serviced Whole Loan, the applicable Outside Servicing Agreement; (3) the date of the related Co-Lender Agreement;\nand (4) the Note(s) that evidences or collectively evidence, as applicable, (a) the related Mortgage Loan, (b) any related Pari Passu\nCompanion Loan(s) and (c) any related Subordinate Companion Loan(s).\n\nLoan\nNo. for related Mortgage Loan\n\nName\nof related Mortgaged Property or Portfolio of Mortgaged Properties\n\nServicing\nType\n\nOutside\nServicing Agreement\n\nDate\nof Co-Lender Agreement\n\nMortgage\nLoan\n\nPari\nPassu Companion Loan(s)\n\nSubordinate\nCompanion Loan(s)\n\n1\nCannon\nIndustrial Portfolio\nServiced\nN/A\nMay\n20, 2026\n\nNote A-1\n\nNote A-2\n\nNote A-3\n\nNote A-4\n\nNote A-5\n\nNote A-6\n\nNote A-7\n\nNote A-8\n\nNote A-9\n\nNote A-10\n\nN/A\n\n2\nFreshDirect\nHQ\nServiced\nN/A\nJune\n11, 2026\n\nNote A-1\n\nNote A-2-2\n\nNote A-3\n\nNote A-4\n\nNote A-5\n\nNote A-6\n\nNote\nA-2-1\nN/A\n\n3\nShore\nFront Parkway Apartments\nServiced\nN/A\nMay\n28, 2026\nNote\nA-1\nNote\nA-2\nN/A\n\n4\nMountain\nIndustrial Portfolio\nOutside\nServiced (1)\nMTN\n2026-LPFX TSA\nMay\n8, 2026\n\nNote A-3-1-1-1-1\n\nNote A-4-1-1-1-1\n\nNote A-3-3 Note A-4-3\n\nNote A-1-1 and Note A-2-1\n\nNote A-1-2 and Note A-2-2\n\nNote A-1-3 and Note A-2-3\n\nNote A-1-4 and Note A-2-4\n\nNote A-1-5 and Note A-2-5\n\nNote A-1-6 and Note A-2-6\n\nNote B-1-1 and Note B-2-1\n\nNote B-1-2 and Note B-2-2\n\nNote B-1-3 and Note B-2-3\n\n - 6 - \n\n \n\nLoan\nNo. for related Mortgage Loan\n\nName\nof related Mortgaged Property or Portfolio of Mortgaged Properties\n\nServicing\nType\n\nOutside\nServicing Agreement\n\nDate\nof Co-Lender Agreement\n\nMortgage\nLoan\n\nPari\nPassu Companion Loan(s)\n\nSubordinate\nCompanion Loan(s)\n\nNote A-3-6-2 Note A-4-6-2\n\nNote A-3-1-1-1-2 and Note A-4-1-1-1-2\n\nNote A-3-1-1-2 and Note A-1-1-2\n\nNote A-3-1-2 and Note A-4-1-2\n\nNote A-3-2-1 and Note A-4-2-1\n\nNote A-3-2-2 and Note A-4-2-2\n\nNote A-3-2-3 and Note A-4-2-3\n\nNote A-3-4 and Note A-4-4\n\nNote A-3-5-1 and Note A-4-5-1\n\nNote A-3-5-2 and Note A-4-5-2\n\nNote A-3-6-1 and Note A-4-6-1\n\n \n\nNote B-1-1 and Note B-2-1\n\nNote B-1-2 and Note B-2-2\n\nNote B-1-3 and Note B-2-3\n\nNote B-1-4 and Note B-2-4\n\nNote B-1-5 and Note B-2-5\n\nNote B-1-6 and Note B-2-6\n\n5\nDeptford\nMall\nServiced\nN/A\nJune\n15, 2026\n\nNote A-1-1\n\nNote A-2-1\n\nNote A-1-2\n\nNote A-1-3\n\nNote A-1-4\n\nNote A-2-2\n\nNote A-2-3\n\nNote A-2-4\n\nN/A\n\n6\n1500\nPost Oak Boulevard\nOutside\nServiced (2)\nBANK5\n2026-5YR21 PSA\nMarch\n17, 2026\nNote\nA-2\n\nNote A-1\n\nNote A-3\n\nNote A-4\n\nN/A\n\n7\nAdmiral’s\nCove\nOutside\nServiced (2)\nBBCMS\n2026-5C41 PSA\nMay\n7, 2026\nNote\nA-2\nNote\nA-1\nN/A\n\n8\nProspect\nPlace Apartments\nOutside\nServiced (2)\nBBCMS\n2026-5C41 PSA\nApril\n17, 2026\n\nNote A-2\n\nNote A-3\n\nNote\nA-1\nN/A\n\n10\nSunset\nView\nServiced\nN/A\nJune\n10, 2026\nNote\nA-1\n\nNote A-2\n\nNote A-3\n\nN/A\n\n11\nCrossgates\nMall\nOutside\nServiced (3)\nWFCM\n2025-5C7 PSA(4)\nDecember\n3, 2025\n\nNote A-1-2\n\nNote A-4\n\nNote A-1-1\n\nNote A-1-3\n\nNote A-2\n\nNote A-3\n\nNote A-5\n\nNote A-6\n\nNote\nB\n\n12\nNorthwoods\nMall\nServiced\nN/A\nApril\n1, 2026\n\nNote A-1-1\n\nNote A-2-1\n\nNote A-1-2\n\nNote A-2-2\n\nN/A\n\n13\nSeneca\nOne\nOutside\nServiced\nBenchmark\n2026-V21 PSA\nFebruary\n18, 2026\nNote\nA-2\nNote\nA-1\nNote\nB\n\n16\nThe\nTowers at Cupertino City Center\nOutside\nServiced(3)\nBANK5\n2026-5YR22 PSA\nFebruary\n20, 2026\nNote\nA-2-1-2\n\nNote A-1-1\n\nNote A-1-2\n\nNote A-1-3\n\nNote A-2-1-1\n\nNote A-2-2\n\nN/A\n\n - 7 - \n\n \n\nLoan\nNo. for related Mortgage Loan\n\nName\nof related Mortgaged Property or Portfolio of Mortgaged Properties\n\nServicing\nType\n\nOutside\nServicing Agreement\n\nDate\nof Co-Lender Agreement\n\nMortgage\nLoan\n\nPari\nPassu Companion Loan(s)\n\nSubordinate\nCompanion Loan(s)\n\n17\nThe\nLanding\nServicing\nShift(2)\nN/A(5)\nJune\n10, 2026\n\nNote A-5\n\nNote A-6\n\nNote A-1\n\nNote A-2\n\nNote A-3\n\nNote A-4\n\nNote A-7\n\nNote A-8\n\nNote A-9\n\nNote A-10\n\nN/A\n\n24\nThe\nRockwell\nOutside\nServiced(2)\nBMO\n2025-5C13 PSA\nNovember\n25, 2025\nNote\nA-2\nNote\nA-1\nN/A\n\n(1)The related Controlling Pari Passu Companion Loan is evidenced by Note A-1-1 and Note A-2-1.\n\n(2)The related Controlling Pari Passu Companion Loan is evidenced by Note A-1.\n\n(3)The related Controlling Pari Passu Companion Loan is evidenced by Note A-1-1.\n\n(4)As of the Closing Date, the Crossgates Mall Whole Loan will be an Outside Serviced Whole Loan serviced\npursuant to the WFCM 2025-5C7_PSA. On and after the related Controlling Pari Passu Companion Loan Securitization Date, the Crossgates\nMall Whole Loan will be an Outside Serviced Whole Loan serviced pursuant to the Future Outside Servicing Agreement governing the securitization\nof the related Controlling Pari Passu Companion Loan\n\n(5)As of the Closing Date, a Servicing Shift Whole Loan will be a Serviced Whole Loan serviced pursuant to\nthis Agreement. On and after the related Servicing Shift Date, a Servicing Shift Whole Loan will be an Outside Serviced Whole Loan serviced\npursuant to the Outside Servicing Agreement governing the securitization of the related Pari Passu Companion Loan evidenced by the related\nServicing Shift Lead Note\n\n \n\nCREDIT RISK\nRETENTION\n\nCertificates\n\n3650 Capital SCF LOE I(A),\nLLC will be the “retaining sponsor” (as such term is defined in Regulation RR) for the securitization transaction constituted\nby the securitization of the Mortgage Pool and the issuance of the Certificates and the Uncertificated VRR Interest (if any).\n\nOn the Closing Date, the\nRetaining Sponsor (or its Majority-Owned Affiliate) is purchasing for cash the Class E-RR, Class F-RR, Class G-RR and Class J-RR Certificates.\nThe Class E-RR, Class F-RR, Class G-RR and Class J-RR Certificates that the Retaining Sponsor (or its Majority-Owned Affiliate) is purchasing\nare collectively referred to in this Agreement as the “HRR Interest”.\n\nLoan-Specific Certificates\n\n**For the avoidance of\ndoubt, the Trust Fund will not include any Trust Subordinate Companion Loans, and no Loan-Specific Certificates or Loan-Specific Uncertificated\nInterests will be issued.** Accordingly, there will not be a “retaining sponsor” (as such term is defined in Regulation\nRR) or any required risk retention for a securitization transaction constituted by the securitization of a Trust Subordinate Companion\nLoan and the issuance, offer and sale of the related Loan-Specific Certificates.\n\n - 8 - \n\n \n\n* * * * *\n\nAs of the Cut-Off Date,\nthe Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $626,149,447. As of the Cut-Off Date, there are no\nTrust Subordinate Companion Loans in the Trust Fund, and therefore the Stated Principal Balance thereof is $0.\n\nIn consideration of the\nmutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator and the Trustee agree as follows:\n\nArticle\nI\n\nDEFINITIONS\n\nSection 1.01          \nDefined Terms. From time to time, a particular Mortgaged Property or portfolio of Mortgaged Properties may be identified\nin this Agreement by name (for example, the Cannon Industrial Portfolio Mortgaged Properties); when that occurs, we are referring to the\nMortgaged Property or portfolio of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. From time to time, a particular\nMortgage Loan or Whole Loan may be identified in this Agreement by name (for example, the Cannon Industrial Portfolio Mortgage Loan or\nthe Cannon Industrial Portfolio Whole Loan); when that occurs, we are referring to the Mortgage Loan or Whole Loan, as the case may be,\nsecured by the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. From time\nto time, a particular Companion Loan may be identified in this Agreement by name (for example, a Cannon Industrial Portfolio Companion\nLoan); when that occurs, we are referring to the (or, if applicable, an individual) Companion Loan secured by the Mortgaged Property or\nportfolio of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. With respect to any Mortgage Loan that is part\nof a Whole Loan, when the name of a related Mortgaged Property or portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule\n(for example, Cannon Industrial Portfolio) is combined with any Whole Loan-related defined term (for example, Companion Loan Holder),\nreference is being made to such combined term (for example, Cannon Industrial Portfolio Companion Loan Holder) as it relates to that particular\nMortgage Loan or the related Whole Loan as if it were so defined in this Agreement. In addition, whenever used in this Agreement, the\nfollowing words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.\n\n“10-K Filing\nDeadline”: As defined in Section 10.05 of this Agreement.\n\n“30/360 Basis”:\nThe accrual of interest on the basis of a 360-day year consisting of twelve 30-day months.\n\n“3650 Capital”:\n3650 Capital SCF LOE I(A), LLC, a Delaware limited liability company, and its successors in interest.\n\n“3650 Capital Mortgage\nLoan Purchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between 3650 Capital and the\nDepositor.\n\n - 9 - \n\n \n\n“3650 Capital Mortgage\nLoans”: The Mortgage Loans (or portions thereof) transferred by 3650 Capital to the Depositor and/or the Trust pursuant to the\n3650 Capital Mortgage Loan Purchase Agreement and this Agreement.\n\n“AB Modified Loan”:\nAny Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Outside Serviced Mortgage Loan\nthat became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Outside Servicing Agreement)\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 Trust Loan and (2) as to which an Appraisal Reduction Amount is not in effect.\n\n“AB Whole Loan”:\nA Whole Loan that includes a Subordinate Companion Loan. The only AB Whole Loans related to the Trust as of the Closing Date are those\nwith related Notes listed in the Whole Loan Table under the column heading “Subordinate Companion Loan(s).”\n\n“Accelerated Mezzanine\nLoan”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under a Mortgage Loan\nor Whole Loan) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure proceedings against the equity\ncollateral pledged to secure that mezzanine loan.\n\n“Acceptable Insurance\nDefault”: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan), any Default arising when the related Loan Documents\nrequire that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising\nfrom acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard (and\nwith the consent of the applicable Directing Holder and after non-binding consultation with any applicable Consulting Parties pursuant\nto Section 6.09), that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not\ncommonly insured against by prudent owners of similar real properties located in or near the geographic region in which the Mortgaged\nProperty is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such\ninsurance is not available at any rate; provided, however, that the applicable Directing Holder shall be required to respond\nto the Special Servicer’s request for such consent (or be deemed to have provided such consent) within the time period in Section 6.09(a)\nwith respect to Acceptable Insurance Defaults; provided, further, that upon the Special Servicer’s determination,\nconsistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the applicable Consulting\nParties, the Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the extent consistent\nwith the Servicing Standard, may rely on the opinion of an insurance consultant.\n\n“Accrued Component\nInterest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip Rate applicable\nto such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding immediately prior\nto such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect to any Component and any\nDistribution Date, shall\n\n - 10 - \n\n \n\nbe deemed to accrue during the calendar month\npreceding the month in which such Distribution Date occurs.\n\n“Act”\nor “Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations\nthereunder.\n\n“Actual/360 Basis”:\nThe accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period in a year assumed to\nconsist of 360 days.\n\n“Actual/360 Mortgage\nLoan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.\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.\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 to this Agreement as Exhibit W.\n\n“Additional Form 10-D\nDisclosure”: As defined in Section 10.04 of this Agreement.\n\n“Additional Form 10-K\nDisclosure”: As defined in Section 10.05 of this Agreement.\n\n“Additional Information”:\nAs defined in Section 4.02(a) of this Agreement.\n\n“Additional Servicer”:\nEach Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan\nSeller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer, each Outside Special Servicer and each\nPerson, other than the Special Servicer or the Certificate Administrator, who is not an Affiliate of the Master Servicer, the Certificate\nAdministrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters who Services 10% or more of the Mortgage\nLoans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.\n\n“Additional Servicing\nCompensation”: As defined in Section 3.12(a) of this Agreement.\n\n“Additional Special\nServicing Compensation”: As defined in Section 3.12(c) of this Agreement.\n\n“Additional Trust\nFund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed\nAdvances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained\nin connection with the servicing of the Trust Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage\nLoan specific expenses of the Trust Fund, including indemnities\n\n - 11 - \n\n \n\nand expense reimbursements to the Trustee,\nthe Certificate Administrator, the Back-Up Advancing Agent, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset\nRepresentations Reviewer and the Depositor and federal, state and local taxes, and tax-related expenses, specifically payable out\nof the Trust Fund, (v) any fees or expenses that are expressly designated as an Additional Trust Fund Expense pursuant to any provision\nof this Agreement and (vi) any other default-related or unanticipated expense of the Trust Fund that is not covered by a Property\nAdvance and for which there is no corresponding collection from a Mortgagor.\n\n“Administrative\nCost Rate”: (i) With respect to any Mortgage Loan as of any date of determination, a per annum rate equal to the sum of the\nServicing Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC® Intellectual\nProperty Royalty License Fee Rate and the Trustee/Certificate Administrator Fee Rate; and (ii) with respect to any Trust Subordinate Companion\nLoan as of any date of determination, a per annum rate equal to the sum of the Servicing Fee Rate and the CREFC® Intellectual\nProperty Royalty License Fee Rate.\n\n“Advance”:\nAny P&I Advance or Property Advance.\n\n“Advance Interest\nAmount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master\nServicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, have not been reimbursed for the number of days from\nthe date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount\nof interest previously paid on such Advance; provided, however, that with respect to any P&I Advance made prior to the\nexpiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest on such P&I\nAdvance shall accrue only from and after the expiration of such grace period (or, if there is no grace period, from and after the related\nDue Date) and only if the subject Trust Loan is then still delinquent; and provided, further, that interest at the Advance\nRate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has been received after the Determination\nDate and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.\n\n“Advance Rate”:\nA *per annum* rate equal to the Prime Rate, compounded annually (and, solely with respect to the Master Servicer, subject to a floor\nrate of 2.0% *per annum*).\n\n“Affected Loan(s)”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Affiliate”:\nWith respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person;\nprovided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate” means, with\nrespect to any specified Person, (i) any other Person controlling or controlled by or under common control with such specified Person\nor (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in such specified Person. For the\npurposes of this definition, “control” when used with respect to any specified Person means the power to direct the management\nand policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and\nthe terms “controlling” and “controlled” have meanings correlative to the foregoing. Upon reasonable request of\nthe Trustee and/or the Certificate Administrator, the\n\n - 12 - \n\n \n\nTrustee and/or the Certificate Administrator\nmay obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine whether\nany Person is an Affiliate of such party.\n\n“Affirmative Asset\nReview Vote”: As defined in Section 11.01(a).\n\n“Aggregate Available\nFunds”: With respect to any Distribution Date, an amount equal to the sum of the following (without duplication):\n\n(a)       the\naggregate amount of all cash received on the Mortgage Loans and any REO Properties on deposit in the Collection Account (in each case,\nexclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion\nLoan Holders or is otherwise allocable to any Trust Subordinate Companion Loan) and/or the Lower-Tier REMIC Distribution Account as\nof the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date, exclusive of any portion\nof the foregoing that represents (without duplication):\n\n(i)                               Monthly\nPayments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, paid by the related Mortgagors\nin respect of a Mortgage Loan, that are due on a Due Date (without regard to grace periods) that occurs after the related Determination\nDate;\n\n(ii)                            payments\n(scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds,\nNet Condemnation Proceeds and other unscheduled recoveries that were received in respect of the Mortgage Pool subsequent to the related\nDetermination Date (other than any remittances on the Outside Serviced Mortgage Loans or the Trust’s applicable interest in any\nrelated REO Property contemplated by clause (b) of this definition for the subject Distribution Date);\n\n(iii)                         amounts\npayable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a)\nof this Agreement;\n\n(iv)                        Yield\nMaintenance Charges on the Mortgage Loans;\n\n(v)                           Excess\nInterest on the ARD Mortgage Loan(s);\n\n(vi)                        Penalty\nCharges retained in the Collection Account pursuant to Section 3.14 of this Agreement;\n\n(vii)                    all\namounts deposited in the Collection Account or the Lower-Tier REMIC Distribution Account, as the case may be, in error; and\n\n(viii)                  with\nrespect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest Reserve\nAccount, and any Distribution Date in January (other than during a leap\n\n - 13 - \n\n \n\nyear) or February of any calendar\nyear (unless such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance\nof such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution\nDate occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are on deposit in the Collection\nAccount;\n\n(b)       if\nand to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate amount\nallocable to the Mortgage Loans transferred from any REO Account or Whole Loan Custodial Account to the Collection Account for the subject\nDistribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement, and (ii) all remittances\nreceived on the Outside Serviced Mortgage Loans or the Trust’s interest in any related REO Property in the month of the subject\nDistribution Date, in each case to the extent that such transfer is made or such remittances are received, as the case may be, by the\nclose of business on the Business Day immediately preceding the related Master Servicer Remittance Date;\n\n(c)       the\naggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to\nthe subject Distribution Date and P&I Advances made by the Master Servicer or the Back-Up Advancing Agent, as applicable, with respect\nto the Mortgage Loans for the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee, Asset Representations\nReviewer Ongoing Fee and Operating Advisor Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such Compensating\nInterest Payments or P&I Advances are made, to the extent not already deducted from Aggregate Available Funds pursuant to clause (a)(iii)\nof this definition);\n\n(d)       the\naggregate amount of Excess Liquidation Proceeds transferred to the Lower-Tier REMIC Distribution Account from the Excess Liquidation\nProceeds Reserve Account for distribution on the subject Distribution Date;\n\n(e)       with\nrespect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution Date\nis the final Distribution Date), commencing in 2027, any Initial Interest Deposit Amounts and/or Withheld Amounts, as applicable, remitted\nto the Lower Tier REMIC Distribution Account pursuant to Section 3.23 of this Agreement; and\n\n(f)       with\nrespect to each Mortgage Loan, if any, that does not have a Monthly Payment due in July 2026 and the Distribution Date occurring in July\n2026, if and to the extent not already included in clause (a) of this definition for such Distribution Date, any Initial Month’s\nInterest Deposit Amount remitted on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1\nof the related Mortgage Loan Purchase Agreement.\n\nNotwithstanding the investment\nof funds held in the Collection Account or the Lower-Tier REMIC Distribution Account pursuant to Section 3.07 of this\nAgreement, for purposes\n\n - 14 - \n\n \n\nof calculating the Aggregate Available Funds,\nthe amounts so invested shall be deemed to remain on deposit in such account.\n\n“Aggregate Principal\nDistribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts (which, for\nthe avoidance of doubt, will not include any amounts received with respect to any Trust Subordinate Companion Loan or successor REO Companion\nLoan):\n\n(A)       the\nScheduled Principal Distribution Amount for such Distribution Date; and\n\n(B)       the\nUnscheduled Principal Distribution Amount for such Distribution Date;\n\nprovided that the Aggregate Principal\nDistribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (i) Nonrecoverable\nAdvances (including any servicing advance with respect to an Outside Serviced Mortgage Loan under the related Outside Servicing Agreement),\ntogether with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal collections on\nthe Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included\nin the Aggregate Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were\npaid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal\ncollections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date (provided\nthat, in the case of clause (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage\nLoans (including the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including\nany successor REO Mortgage Loan with respect thereto), such recovery will increase the Aggregate Principal Distribution Amount for the\nDistribution Date related to the Collection Period in which such recovery occurs).\n\nThe principal component of\nthe amounts set forth above shall be determined in accordance with Section 1.02 hereof.\n\n“Agreement”:\nThis Pooling and Servicing Agreement and all amendments hereof and supplements hereto.\n\n“A.M. Best”:\nA.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence, “A.M. Best”\nshall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated\nby the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent ratings (as reasonably\ndetermined by the Depositor) of the party so designated.\n\n“Ancillary Fees”:\nWith respect to any Serviced Loan, any and all demand fees, loan service transaction fees, beneficiary statement charges, fees for insufficient\nor returned checks and other usual and customary charges and fees (other than Modification Fees, Consent Fees,\n\n - 15 - \n\n \n\nPenalty Charges, Assumption Fees, assumption\napplication fees and defeasance fees) actually received from the related Mortgagor.\n\n“Anticipated Repayment\nDate” or “ARD”: With respect to any ARD Mortgage Loan, the date upon which such ARD Mortgage Loan commences\naccruing interest at its Revised Rate.\n\n“Anticipated Termination\nDate”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c)\nof this Agreement.\n\n“Applicable Back-Up\nAdvancing Agent Ratings”: With respect to any institution that acts or is proposed to act, as the context may require, as the\nBack-Up Advancing Agent, (A) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by\nFitch or a rating on its short-term debt of at least “F1” by Fitch, *provided* that such institution shall be deemed\nto have satisfied the rating requirement in this clause (A) as long as (i) such institution has a long-term senior unsecured debt\nrating or issuer credit rating of at least “BBB-” by Fitch and (ii) the Master Servicer has a long-term senior unsecured debt\nrating of at least “A” by Fitch or a short-term debt rating of at least “F1” by Fitch, (B) a rating on its long-term\nsenior unsecured 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, *provided* that such institution shall be deemed to have satisfied the rating\nrequirement in this clause (B) as long as (i) such institution has a long-term senior unsecured debt rating or a long-term issuer\nrating of at least “Baa3” by Moody’s and (ii) the Master Servicer has a long-term senior unsecured debt rating or a\nlong-term issuer rating of at least “A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)”\nby Moody’s, and (C) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by\nKBRA (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 clause (A), (B) or (C) above, such other rating with respect\nto which the applicable Rating Agency has provided a Rating Agency Confirmation).\n\n“Applicable Co-sponsors”:\nWith respect to any Co-sponsored Mortgage Loan, the related Mortgage Loan Sellers. As of the Closing Date, the Applicable Co-sponsors\nare: (i) with respect to the Cannon Industrial Portfolio Mortgage Loan and the Northwoods Mall Mortgage Loan, BMO and 3650; (ii) with\nrespect to the Mountain Industrial Portfolio Mortgage Loan, BMO, UBS AG and WFB; (iii) with respect to the Deptford Mall Mortgage Loan,\nBMO and GSMC; and (iv) with respect to the Prospect Place Apartments Mortgage Loan, BSPRT and ZBNA.\n\n“Applicable Fitch\nPermitted Investment Rating”: (A) in the case of any investments with maturities of thirty (30) days or less, the short-term\nobligations of which are rated at least “F1” by Fitch or the long-term obligations of which are rated at least “A”\nby Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are\nrated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch.\n\n“Applicable KBRA\nPermitted Investment Rating”: (A) In the case of such investments with maturities of 90 days or less, the short-term obligations\nof which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA,\nand\n\n - 16 - \n\n \n\n(B) in the case of such investments with maturities\nof more than 90 days but less than 365 days, the short-term obligations of which are rated at least “K1” by KBRA or the long-term\nobligations of which are rated at least “A-” by KBRA (or, in the case of each of clauses (A) and (B) above,\nif not then rated by KBRA, an equivalent or higher rating assigned by another NRSRO).\n\n“Applicable Laws”:\nAs defined in Section 3.01(l), Section 3.21(h) and Section 8.02(h), respectively, of this Agreement.\n\n“Applicable Monthly\nPayment”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) with respect to any month (including any such\nMortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided, however,\nthat for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer or the Back-Up Advancing\nAgent, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate less the Servicing\nFee Rate and, if applicable, shall be exclusive of Excess Interest; and provided, further, that for purposes of determining\nthe amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage Loan pursuant to\nSection 3.24 of this Agreement or pursuant to the applicable Outside Servicing Agreement, or pursuant to any bankruptcy, insolvency,\nor other similar proceeding involving the related Mortgagor.\n\n“Applicable Moody’s\nPermitted Investment Rating”: In the case of any investments, the short-term debt obligations of which are rated at least “P-1”\nby Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s.\n\n“Applicable Morningstar\nDBRS Permitted Investment Rating”: (A) In the case of any investments with maturities of 30 days or less, the short-term obligations\n(or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by Morningstar DBRS or the long-term obligations\n(or, if applicable, deposit accounts) of which are rated at least “A” by Morningstar DBRS, (B) in the case of any investments\nwith maturities of three months or less, but more than 30 days, the short-term obligations (or, if applicable, deposit accounts) of which\nare rated at least “R-1 (middle)” by Morningstar DBRS or the long-term obligations (or, if applicable, deposit accounts) of\nwhich are rated at least “AA(low)” by Morningstar DBRS, (C) in the case of any investments with maturities of six months or\nless, but more than three months, the short-term obligations (or, if applicable, deposit accounts) of which are rated in the highest short-term\nrating category by Morningstar DBRS or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA”\nby Morningstar DBRS, and (D) in the case of any investments with maturities of 365 days or less, but more than six months, the short-term\nobligations (or, if applicable, deposit accounts) of which are rated in the highest short-term rating category by Morningstar DBRS or\nthe long-term obligations (or, if applicable, deposit accounts) of which are rated “AAA” by Morningstar DBRS.\n\n“Applicable S&P\nPermitted Investment Rating”: (A) In the case of such investments with maturities of sixty (60) days or less, the short term\nobligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments with maturities of 365 days\nor less, but more than sixty (60) days, the short term obligations of which are rated at least“A-1+” by S&P (or at least\n“A-1” by S&P, if the long term obligations of which are rated at least “AA-” by S&P).\n\n - 17 - \n\n \n\n“Applicant”:\nAs defined in Section 5.07(a) of this Agreement.\n\n“Appraisal”:\nAn appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.\n\n“Appraisal Reduction\nAmount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) as to which an\nAppraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated by the Special Servicer, an amount\nequal to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Whole Loan) as of the\nlast day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related\nMortgaged Property or Properties (as determined by (1) one or more Appraisals obtained by the Special Servicer (the cost of which shall\nbe advanced by the Master Servicer as a Property Advance (or, if such Property Advance would be a Nonrecoverable Advance, paid by the\nMaster Servicer out of the Collection Account as an expense of the Trust Fund)) or (2) an internal valuation performed by the Special\nServicer with respect to any Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced\nWhole Loan with an outstanding principal balance of less than $2,000,000 (provided that the Special Servicer may, in its sole discretion\nin accordance with the Servicing Standard, obtain Appraisal(s) with respect to such Serviced Mortgage Loan or Serviced Whole Loan as contemplated\nby the preceding clause (1)), minus, with respect to any Appraisal, such downward adjustments as the Special Servicer may make in\naccordance with the Servicing Standard (without implying any obligation to do so) based upon the Special Servicer’s review\nof the Appraisal and such other information as the Special Servicer may deem appropriate and (B) all escrows, letters of credit and\nreserves in respect of such Serviced Mortgage Loan (or Serviced Whole Loan) as of the date of the calculation over (ii) the sum,\nas of the Due Date occurring in the month of the date of determination, of (A) to the extent not previously advanced by the Master\nServicer or the Back-Up Advancing Agent, all unpaid interest on such Serviced Mortgage Loan (or Serviced Whole Loan) at a *per annum*\nrate equal to its Mortgage Rate (and with respect to a Serviced Whole Loan, interest on the related Serviced Companion Loan(s) at the\nrelated Mortgage Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which\nthe advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest\nthereon at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Whole Loan) and (C) all currently due and unpaid\nreal estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts, due and unpaid\nwith respect to such Serviced Mortgage Loan (or Serviced Whole Loan) (which taxes, premiums, ground rents and other amounts have not been\nthe subject of an Advance by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, and/or for which\nfunds have not been escrowed). Promptly upon knowledge of the occurrence of an Appraisal Reduction Event (or a longer period so long as\nthe Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an\nAppraisal has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has determined in accordance\nwith the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall use reasonable efforts to obtain an\nAppraisal, the costs of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the Trust Fund and paid\nby the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), or conduct an internal\nvaluation, as applicable, in accordance with Section 3.10(a) of this Agreement. The Master\n\n - 18 - \n\n \n\nServicer shall provide (via electronic delivery)\nthe Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction\nAmount pursuant to this definition using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s\nreasonable written request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal\nReduction Amounts. On the first Determination Date that is at least five (5) Business Days following the receipt of such Appraisal or\nthe conducting of an internal valuation, the Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction Amount\nto take into account such Appraisal or internal valuation, as applicable, and such information, if any, reasonably requested by the Special\nServicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount. Notwithstanding the\nforegoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this Agreement but is not obtained\nand, if permitted, an internal valuation has not been conducted, within 120 days following the events described in the applicable\nclause of the definition “Appraisal Reduction Event” (without regard to the time periods stated therein), then, until such\nAppraisal is obtained or, if permitted, such internal valuation is conducted and solely for purposes of determining the amounts of P&I\nAdvances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage Loan (or, in the case of a Serviced Whole Loan\nthat includes a Trust Subordinate Companion Loan, for such Serviced Whole Loan) will be deemed to be an amount equal to 25% of the then\ncurrent Stated Principal Balance of such related Serviced Mortgage Loan (or, in the case of a Serviced Whole Loan that includes a Trust\nSubordinate Companion Loan, of such Serviced Whole Loan); provided that, upon receipt of an Appraisal, or, if permitted, completion\nof an internal valuation, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Whole Loan) will be recalculated\nin accordance with this definition without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal Reduction\nEvent has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the\nrelated Serviced Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal\nReduction Event has occurred during the preceding three months), the Special Servicer shall, within 30 days of each anniversary of\nsuch Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of which will be covered\nby, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and paid by the Master Servicer\nout of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or, if applicable, conduct an internal valuation,\nprovided, however, no new or updated Appraisal or internal valuation will be required if the Serviced Loan or REO Property\nis under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably\nbelieves such sale is likely to close. Based upon such Appraisal or letter updates thereto, or, if applicable, an internal valuation,\nthe Special Servicer shall determine and report to the Master Servicer, the Certificate Administrator and the Back-Up Advancing Agent\nthe Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage Loan (or Serviced Whole Loan), and each of those parties\nshall be entitled to rely conclusively on such determination by the Special Servicer. The Special Servicer shall deliver a copy of any\nsuch Appraisal or internal valuation to the Master Servicer, the Certificate Administrator and the Back-Up Advancing Agent, which shall\nbe in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into\naccount any subsequent Appraisal and annual letter updates or, if\n\n - 19 - \n\n \n\napplicable, any subsequent internal valuation,\nas of the date of each such subsequent Appraisal or letter update or, if applicable, internal valuation.\n\nUpon payment in full or liquidation\nof any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount will be eliminated.\nIn addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event has occurred, such Serviced Loan shall no longer\nbe subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event\nhad occurred with respect to the related Serviced Loan) and such Serviced Loan becomes and remains current for three consecutive Monthly\nPayments and (b) no other Appraisal Reduction Event has occurred and is continuing with respect to such Serviced Loan.\n\nAppraisal Reduction Amounts\nwith respect to each Serviced Whole Loan shall be allocated, *first*, to any related Serviced Subordinate Companion Loan(s) (up to\nthe outstanding principal balance(s) thereof), and *then*, to the related Serviced Mortgage Loan and any related Serviced Pari Passu\nCompanion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such Serviced\nMortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing, if so provided in the related Co-Lender\nAgreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter of credit to offset all or some\nportion of an Appraisal Reduction Amount.\n\nNotwithstanding the foregoing,\nwith respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any “appraisal reduction\namount” relating to such Outside Serviced Whole Loan, that is calculated pursuant to the applicable Outside Servicing Agreement\nby the related Outside Special Servicer or related Outside Servicer, as applicable, and that is allocable to such Outside Serviced Mortgage\nLoan pursuant to such Outside Servicing Agreement and the related Co-Lender Agreement. The parties hereto shall be entitled to rely\non such calculations as reported to them by the related Outside Servicer. The Uncertificated Interest Owners and, by their acceptance\nof their Trust Certificates, the Trust Certificateholders shall be deemed to have acknowledged that the applicable Outside Servicing Agreement\nand the related Co-Lender Agreement, taken together, provide that any such “appraisal reduction amount” will be calculated\nunder the applicable Outside Servicing Agreement by the applicable party thereto.\n\n“Appraisal Reduction\nEvent”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified\nAsset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which does\nnot include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 30 days\nafter the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if\nthe related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the\nSpecial Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a signed purchase agreement or a refinancing commitment\nacceptable to the Special Servicer prior to the date 30 days after the Balloon Payment was due, the date occurring 120 days\nafter the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during\nwhich the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a\nreceiver or similar official is appointed and continues\n\n - 20 - \n\n \n\nfor 60 days in such capacity in respect\nof the related Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar\nproceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days,\nor (vii) the date on which such Serviced Loan remains outstanding five (5) years following any extension of its maturity date pursuant\nto Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that\nis part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced\nCompanion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Whole\nLoan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other\nServiced Companion Loan(s) included as part of that Serviced Whole Loan. No Appraisal Reduction Event may occur at any time when the aggregate\nCertificate Balance of all Classes of Non-Vertically Retained Principal Balance Certificates (other than the Class A-1, Class A-2\nand Class A-3 Certificates) and, solely in the case of a Trust Subordinate Whole Loan, the related Loan-Specific Principal Balance Certificates,\nhave been reduced to zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer,\nas applicable, promptly upon the occurrence of any of the foregoing events.\n\n“Appraised-Out\nClass”: Any Class of Control Eligible Certificates or Loan-Specific Control Eligible Certificates, the Certificate Balance of\nwhich (taking into account the allocation of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the\nCertificate Balance of such Class) has been reduced to less than 25% of its initial Certificate Balance.\n\n“Appraised Value”:\nAs of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property securing an Outside Serviced\nMortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by an Appraiser that is contained in the\nrelated Servicing File obtained within the time parameters required by this Agreement, and (ii) with respect to each Mortgaged Property\nsecuring an Outside Serviced Mortgage Loan, the appraised value allocable thereto, as determined pursuant to the Outside Servicing Agreement.\n\n“Appraiser”:\nAn Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the Appraisal\nInstitute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is certified or\nlicensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market.\n\n“Arbitration Rules”:\nAs defined in Section 2.03(i)(i).\n\n“Arbitration Services\nProvider”: As defined in Section 2.03(i)(i).\n\n“ARD Mortgage Loan”:\nAny Mortgage Loan that is identified as having an Anticipated Repayment Date and a Revised Rate on the Mortgage Loan Schedule. For avoidance\nof doubt, none of the Mortgage Loans are ARD Mortgage Loans, and references to “ARD Mortgage Loan” and “ARD Mortgage\nLoans” shall be disregarded.\n\n - 21 - \n\n \n\n“Asset Representations\nReviewer”: BellOak, LLC, a Delaware limited liability company, or its successor-in-interest, or any successor Asset\nRepresentations Reviewer as herein provided.\n\n“Asset Representations\nReviewer Asset Review Fee”: As defined in Section 11.02(b) of this Agreement.\n\n“Asset Representations\nReviewer Ongoing Fee”: As defined in Section 11.02(a) of this Agreement.\n\n“Asset Representations\nReviewer Ongoing Fee Rate”: As defined in Section 11.02(a) of this Agreement.\n\n“Asset Representations\nReviewer Termination Event”: As defined in Section 11.05(a) of this Agreement.\n\n“Asset Review”:\nA review of the compliance of each Delinquent Loan with the representations and warranties of the applicable Mortgage Loan Seller, in\naccordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto.\n\n“Asset Review Notice”:\nAs defined in Section 11.01(a) of this Agreement.\n\n“Asset Review Quorum”:\nIn connection with any solicitation of votes to authorize an Asset Review as described in Section 11.01(a), Certificateholders\nevidencing at least 5% of the Pooled Voting Rights represented by all of the Certificates.\n\n“Asset Review Report”:\nAs defined in Section 11.01(b)(vii)(C) of this Agreement.\n\n“Asset Review Report\nSummary”: As defined in Section 11.01(b)(vii)(C) of this Agreement.\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. Except as otherwise expressly set forth in this Agreement, all determinations or assumptions made by the Asset Representations\nReviewer in connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment\nbased on the facts and circumstances known to it at the time of such determination or assumption.\n\n“Asset Review Trigger”:\nAny time when, as of the end of the applicable Collection Period, either (1) Mortgage Loans with an aggregate outstanding principal\nbalance of 30.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans)\nheld by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are Delinquent Loans and the aggregate outstanding\nprincipal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage\nLoans (including any REO Mortgage Loans) held by the Trust.\n\n“Asset Review Vote\nElection”: As defined in Section 11.01(a) of this Agreement.\n\n - 22 - \n\n \n\n“Asset Status Report”:\nAs defined in Section 3.21(b) of this Agreement.\n\n“Assignment of Leases”:\nWith respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement 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“Assumption Fees”:\nWith respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), any and all assumption fees of such Serviced Mortgage\nLoan (or Serviced Whole Loan, if applicable) for transactions effected under Section 3.09(a), 3.09(b) and 3.09(c)\nof this Agreement (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (not including\nassumption fees and/or assumption application fees) actually paid by the related Mortgagor in accordance with the related Loan Documents,\nwith respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the\nTrust (or, in the case of a Serviced Whole Loan, on behalf of the Trust and the related Serviced Companion Loan Holder(s)) pursuant to\nSection 3.09(a) of this Agreement or paid by the related Mortgagor with respect to any transfer of an interest in such Mortgagor\npursuant to Section 3.09(a) of this Agreement.\n\n“Authenticating\nAgent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement.\n\n“Available Funds”:\nFor any Distribution Date, (i) with respect to distributions to be made on the Regular Certificates, the Uncertificated VRR Interest and\nthe Class R Certificates, the Aggregate Available Funds, (ii) with respect to distributions to be made on the Non-Vertically Retained\nCertificates and the Class R Certificates, the Non-Vertically Retained Available Funds, (iii) with respect to distributions to be made\non the Combined VRR Interest and the Class R Certificates, the Combined VRR Available Funds, and (iv) with respect to distributions to\nbe made on the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to a particular Trust Subordinate Companion\nLoan and on the Class R Certificates, the related Trust Subordinate Companion Loan Available Funds.\n\n“Back-Up Advancing\nAgent”: The back-up advancing agent designated or appointed pursuant to Section 8.12 of this Agreement. The Trustee shall\nbe the initial Back-Up Advancing Agent.\n\n“Balloon Loan”:\nAny Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides for an amortization\nschedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on the basis of the actual\nnumber of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day year consisting\nof twelve 30-day months.\n\n“Balloon Payment”:\nWith respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date of such Balloon Loan in\nexcess of the related Monthly Payment.\n\n - 23 - \n\n \n\n“BANK5 2026-5YR21\nPSA”: The Pooling and Servicing Agreement, dated as of April 1, 2026, between J.P Morgan Chase Commercial Mortgage Securities\nCorp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special\nservicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC,\nas operating advisor and asset representations reviewer, as the same may be amended from time to time in accordance with the terms thereof,\npursuant to which the BANK5 2026-5YR21 Commercial Mortgage Pass-Through Certificates, Series 2026-5YR21 were issued.\n\n“BANK5 2026-5YR22\nPSA”: The Pooling and Servicing Agreement, dated as of June 1, 2026, between Wells Fargo Commercial Mortgage Securities, Inc.,\nas depositor, Trimont LLC, as master servicer, KeyBank National Association, as special servicer, Computershare Trust Company, National\nAssociation, as certificate administrator, Deutsche Bank National Trust Company, as trustee, and BellOak, LLC, as operating advisor and\nasset representations reviewer, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the\nBANK5 2026-5YR22 Commercial Mortgage Pass-Through Certificates, Series 2026-5YR22 were issued.\n\n“Base Interest Fraction”:\nWith respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of the Class A-1, Class A-2, Class A-3, Class\nA-S, Class B, Class C, Class D and Class E-RR Certificates, a fraction (a) whose numerator is the amount, if any, by which (i) the\nPass-Through Rate on such Class of Certificates exceeds (ii) the discount rate used in accordance with the related Loan Documents\nin calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed\npercentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or\nthat is otherwise described in the related Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the\nMortgage Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating\nthe Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the\nprincipal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise\ndescribed in the related Loan Documents); provided, however, that under no circumstances shall the Base Interest Fraction\nbe greater than one. If the discount rate referred to in the preceding sentence is greater than or equal to both of (x) the Mortgage\nRate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction\nshall equal zero, and if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through\nRate described in the preceding sentence, then the Base Interest Fraction shall equal one.\n\n“BBCMS 2026-5C41\nPSA”: The Pooling and Servicing Agreement, dated as of May 1, 2026, between Barclays Commercial Mortgage Securities LLC, as\ndepositor, Trimont LLC, as master servicer, CWCapital Asset Management LLC, as special servicer, Computershare Trust Company, National\nAssociation, as certificate administrator, Deutsche Bank National Trust Company, as trustee, and BellOak, LLC, as operating advisor and\nasset representations reviewer, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which BBCMS\nMortgage Trust 2026-5C41, Commercial Mortgage Pass-Through Certificates, Series 2026-5C41 were issued.\n\n - 24 - \n\n \n\n“Benchmark 2026-V21\nPSA”: The Pooling and Servicing Agreement, dated as of March 1, 2026, between GS Mortgage Securities Corporation II, as depositor,\nKeyBank National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Computershare Trust Company, National\nAssociation, as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and asset representations reviewer, as\nthe same may be amended from time to time in accordance with the terms thereof, pursuant to which Benchmark 2026-V21 Mortgage Trust, Mortgage\nTrust Commercial Mortgage Pass-Through Certificates, Series 2026-V21 were issued.\n\n“BMO”:\nBank of Montreal, a Canadian chartered bank, and its successors in interest.\n\n“BMO 2025-5C13 PSA”:\nThe Pooling and Servicing Agreement, dated as of December 1, 2025, between BMO Commercial Mortgage Securities LLC, as depositor, Midland\nLoan Services, a Division of PNC Bank, National Association, as master servicer, 3650 REIT Loan Servicing LLC, as special servicer, Computershare\nTrust Company, National Association, as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset\nrepresentations reviewer, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the BMO\n2025-5C13 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2025-5C13 were issued.\n\n“BMO Capital”:\nBMO Capital Markets Corp.\n\n“BMO Mortgage Loan\nPurchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between BMO and the Depositor.\n\n“BMO Mortgage Loans”:\nThe Mortgage Loans (or portions thereof) transferred by BMO to the Depositor and/or the Trust pursuant to the BMO Mortgage Loan Purchase\nAgreement and this Agreement.\n\n“Borrower Delayed\nReimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required, pursuant\nto a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage Loan.\n\n“Borrower Party”:\nEither (i) a Mortgagor under a Mortgage Loan or Whole Loan, a Mortgagor or a manager of a related Mortgaged Property or any Affiliate\nof any of the foregoing or (ii) a holder or beneficial owner (or an Affiliate of any holder or beneficial owner) of any Accelerated\nMezzanine Loan.\n\n“Breach”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“BSPRT”:\nBSPRT CMBS Finance, LLC, a Delaware limited liability company, and its successors in interest.\n\n“BSPRT Guarantor”:\nFranklin BSP Realty Trust, Inc.\n\n - 25 - \n\n \n\n“BSPRT Mortgage\nLoan Purchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between BSPRT, the BSPRT Guarantor\nand the Depositor.\n\n“BSPRT Mortgage\nLoans”: The Mortgage Loans (or portions thereof) transferred by BSPRT to the Depositor and/or the Trust pursuant to the BSPRT\nMortgage Loan Purchase Agreement and this Agreement.\n\n“Business Day”:\nAny day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or banking\ninstitutions in the States of New York, Maryland, Texas, Florida, , Kansas and the Commonwealth of Pennsylvania, the cities in which the\nprincipal offices of the Operating Advisor, the Back-Up Advancing Agent, the Master Servicer or the Special Servicer are located, or the\ncity in which the Corporate Trust Office of the Certificate Administrator or the Trustee is located, are authorized or obligated by law,\nexecutive order or governmental decree to be closed.\n\n“Calculation Rate”:\nA discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payments on a Mortgage\nLoan or Serviced Whole Loan or proceeds from the sale of a Defaulted Mortgage Loan or Defaulted Serviced Whole Loan, the highest of (1) the\nrate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable\nby the Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Rate and (3) the yield\non 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set\nforth in the most recent Appraisal (or update of such Appraisal).\n\n“Certificate”:\nAny Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class\nG-RR, Class J-RR and Class R Certificate (and, if issued, any Class S Certificate and any Class VRR Certificates), in any event issued,\nauthenticated and delivered hereunder.\n\n“Certificate Administrator”:\nComputershare Trust Company, National Association, a national banking association, or its successor in interest, or any successor Certificate\nAdministrator appointed as herein provided. Computershare Trust Company, National Association will perform its duties as Certificate Administrator\nhereunder through its Corporate Trust Services division (including, as applicable, any agents or affiliates utilized thereby).\n\n“Certificate Administrator\nAccounts”: As defined in Section 3.07(a) of this Agreement.\n\n“Certificate Administrator\nPersonnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance of the duties\nof the Certificate Administrator under this Agreement.\n\n“Certificate Administrator’s\nWebsite”: The internet website of the Certificate Administrator, initially located at *www.ctslink.com.*\n\n“Certificate Balance”:\n(i) With respect to any Class of Principal Balance Certificates outstanding at any time, (A) as of any date of determination on or\nprior to the first\n\n - 26 - \n\n \n\nDistribution Date, an amount equal to the aggregate\ninitial Certificate Balance of such Class of Principal Balance Certificates, as specified in the Preliminary Statement hereto, and (B) as\nof any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of such Class of Principal\nBalance Certificates on the Distribution Date immediately prior to such date of determination, after any actual distributions of principal\nthereon and allocations of applicable Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate\nBalance on such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with\nrecoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans. For the avoidance of\ndoubt, no Class VRR Certificates will be issued under this Agreement, and the Certificate Balance of the Class VRR Certificates shall\nbe deemed to be zero at all times.\n\n(ii)       With\nrespect to any Class of Loan-Specific Principal Balance Certificates outstanding at any time, (A) as of any date of determination\non or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of Loan-Specific\nPrincipal Balance Certificates, as specified in the Preliminary Statement hereto, and (B) as of any date of determination after the\nfirst Distribution Date, an amount equal to the Certificate Balance of such Class of Loan-Specific Principal Balance Certificates\non the Distribution Date immediately prior to such date of determination, after any actual distributions of principal thereon and allocations\nof applicable Realized Losses, as applicable, thereto on such prior Distribution Date, and after any increases to such Certificate Balance\non such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries\nof Nonrecoverable Advances previously reimbursed out of collections of principal on the related Trust Subordinate Companion Loan.\n\n“Certificate Factor”:\nWith respect to any Class of Principal Balance Certificates, Loan-Specific Principal Balance Certificates, Class X Certificates or Loan-Specific\nInterest-Only Certificates, as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator\nof which is the then related Certificate Balance or Notional Amount, as the case may be, and the denominator of which is the related initial\nCertificate Balance or related initial Notional Amount, as the case may be.\n\n“Certificate Owner”:\nWith respect to a Global Certificate, the Person who is the beneficial owner as reflected on the books of the Depository or on the books\nof a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant,\nin accordance with the rules of such Depository). Each of the Trustee, the Certificate Administrator, the Special Servicer and the Master\nServicer shall have the right to require, as a condition to acknowledging the status of any Person as a Certificate Owner under this Agreement,\nthat such Person provide evidence (which may be in the form of an Investor Certification) at its expense of its status as a Certificate\nOwner hereunder.\n\n“Certificate Register”\nand “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.03(a)\nof this Agreement.\n\n“Certificateholder”:\nWith respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes of\ndistributing reports, statements or other information pursuant to this Agreement, Certificate Owners or potential\n\n - 27 - \n\n \n\ntransferees of Certificates to the extent the\nPerson distributing such information has been provided with an appropriate Investor Certification by or on behalf of such Certificate\nOwner or potential transferee); provided, however, that\n\n(a)       solely\nfor the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments\nto this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically\ninvolving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate\nAdministrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller or any Person known to a Responsible\nOfficer of the Certificate Registrar to be an Affiliate of any such party, or that would trigger an Asset Review with respect to a Mortgage\nLoan, any Certificate registered in the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be\noutstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage\nof Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained;\n\n(b)       solely\nfor the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate beneficially\nowned by a Borrower Party shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into\naccount in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take\nany such action has been obtained (provided, that notwithstanding the foregoing, for purposes of exercising any rights it may have\nsolely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class Holder shall be\ndeemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to giving consent and taking any action\nwith respect to any related Excluded Controlling Class Mortgage Loan); and\n\n(c)       if\nthe Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling\nClass, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling Class\n(other than, with respect to any Excluded Controlling Class Mortgage Loan with respect to which such party is an Excluded Controlling\nClass Holder, as described in the proviso in parenthesis in clause (b) above).\n\nFor the avoidance of doubt,\nnothing contained in this definition will preclude the Special Servicer from performing its duties and exercising its rights in its capacity\nas Special Servicer under this Agreement other than with respect to an Excluded Special Servicer Mortgage Loan.\n\n“Certificateholder\nQuorum”: A quorum that:\n\n(1)       with\nrespect to the Certificates and the related Loan-Specific Certificates, for purposes of a vote to terminate and replace the Special\nServicer for a Trust Subordinate Companion Whole Loan at the request of the Holders of Certificates and/or related Loan-\n\n - 28 - \n\n \n\nSpecific Certificates evidencing not\nless than 25% of the Voting Rights allocable to the Certificates (other than the Class S Certificates) and the related Loan-Specific\nCertificates (without regard to the application of any Appraisal Reduction Amounts) pursuant to Section 6.08(a)(iii) of this\nAgreement, consists of the Holders of Certificates and/or related Loan-Specific Certificates evidencing at least 50% of the Voting Rights\n(taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective\nClasses of applicable Principal Balance Certificates and related Loan-Specific Principal Balance Certificates) of all of the Certificates\nand the related Loan-Specific Certificates, on an aggregate basis;\n\n(2)       with\nrespect to the Certificates, (a) for purposes of a vote to terminate and replace the Special Servicer or the Asset Representations Reviewer\nat the request of the Holders of Certificates evidencing not less than 25% of the Pooled Voting Rights (without regard to the application\nof any Appraisal Reduction Amounts) pursuant to Section 6.08(a)(ii) or Section 11.05(b), as applicable, of this\nAgreement, consists of the Holders of Certificates evidencing at least 50% of the Pooled Voting Rights (taking into account the allocation\nof any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of Principal Balance Certificates)\nof all of the Certificates, on an aggregate basis, and (b) for purposes of a vote to terminate and replace the Special Servicer (including\nwith respect to a Trust Subordinate Companion Whole Loan) based on a recommendation of the Operating Advisor pursuant to Section 6.08(b)\nof this Agreement, consists of the Holders and/or beneficial owners of Certificates evidencing at least 20% of the aggregate outstanding\nprincipal balance of all the Principal Balance Certificates, with such quorum including at least three Holders or beneficial owners of\nCertificates that are not Risk Retention Affiliated with each other; and\n\n(3)       with\nrespect to the Loan-Specific Certificates relating to any particular Trust Subordinate Companion Loan, for purposes of a vote to terminate\nand replace the Special Servicer of the related Trust Subordinate Companion Whole Loan based on a recommendation of the Operating Advisor\npursuant to Section 6.08(b) of this Agreement, consists of the Holders and/or beneficial owners of such Loan-Specific\nCertificates evidencing at least 20% of the aggregate of the outstanding principal balances of all such Loan-Specific Certificates,\nwith such quorum including at least three (3) Holders and/or beneficial owners of such Loan-Specific Certificates that are not Risk\nRetention Affiliated with each other.\n\n“Certificateholder\nRepurchase Request”: As defined in Section 2.03(f) of this Agreement.\n\n“Certification Parties”:\nAs defined in Section 10.06 of this Agreement.\n\n“Certifying Certificateholder”:\nAs defined in Section 5.07(a) of this Agreement.\n\n“Certifying Person”:\nAs defined in Section 10.06 of this Agreement.\n\n“Certifying Servicer”:\nAs defined in Section 10.08 of this Agreement.\n\n - 29 - \n\n \n\n“Class”:\nWith respect to the Certificates or Loan-Specific Certificates, all of the Certificates or Loan-Specific Certificates, as applicable,\nbearing the same alphabetical or alphanumeric class designation, and with respect to the Lower-Tier Regular Interests and the Trust\nSubordinate Companion Loan Regular Interests, each interest set forth in the Preliminary Statement hereto.\n\n“Class A-1 Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-1 hereto.\n\n“Class A-1 Component”:\nThe Component having such designation.\n\n“Class A-1 Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to 4.84410%.\n\n“Class A-2 Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-2 hereto.\n\n“Class A-2 Component”:\nThe Component having such designation.\n\n“Class A-2 Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to 5.19950%.\n\n \n\n“Class A-3 Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-3 hereto.\n\n“Class A-3 Component”:\nThe Component having such designation.\n\n“Class A-3 Pass-Through\nRate”: For any Distribution Date, a *per annum*rate equal to 5.68350%*.*\n\n“Class A-S Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-6 hereto.\n\n“Class A-S Component”:\nThe Component having such designation.\n\n“Class A-S Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to the lesser of (i) 5.98360% and (ii) the WAC Rate for such\nDistribution Date.\n\n“Class B Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-7 hereto.\n\n - 30 - \n\n \n\n“Class B Component”:\nThe Component having such designation.\n\n“Class B Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to the lesser of (i) 6.23470% and (ii) the WAC Rate for such\nDistribution Date.\n\n“Class C Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-8 hereto.\n\n“Class C Component”:\nThe Component having such designation.\n\n“Class C Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to the lesser of (i) 6.08020% and (ii) the WAC Rate for such\nDistribution Date.\n\n“Class D Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-10 hereto.\n\n“Class D Component”:\nThe Component having such designation.\n\n“Class D Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to 4.50000%.\n\n“Class E-RR Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-11 hereto.\n\n“Class E-RR Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to the WAC Rate for such Distribution Date.\n\n“Class F-RR Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-12 hereto.\n\n“Class F-RR Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to the WAC Rate for such Distribution Date.\n\n“Class F-RR Transfer”:\nAs defined in Section 6.09(h) of this Agreement.\n\n“Class G-RR Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-13 hereto.\n\n“Class G-RR Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to the WAC Rate for such Distribution Date.\n\n - 31 - \n\n \n\n“Class J-RR Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-14 hereto.\n\n“Class J-RR Pass-Through\nRate”: For any Distribution Date, a *per annum* rate equal to the WAC Rate for such Distribution Date.\n\n“Class R Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-14 hereto. The Class R Certificates have no Pass-Through Rate, Certificate Balance or\nNotional Amount.\n\n“Class S Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-15 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor\nTrust Assets; provided that the Class S Certificate will not be issued unless the Trust Fund includes ARD Mortgage Loans on the Closing\nDate. If issued, the Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount. Because the Trust Fund\nwill not include ARD Mortgage Loans as of the Closing Date, there will be no Class S Specific Grantor Trust Assets and the Class S Certificates\nwill not be issued. Accordingly, all references in this Agreement to “Class S Certificate” and “Class S Certificates”\nshall be disregarded.\n\n“Class S Specific\nGrantor Trust Assets”: The portion of the Trust Fund consisting of the Non-Vertically Retained Percentage of any Excess Interest\ncollected on the ARD Mortgage Loans and the Non-Vertically Retained Percentage of amounts held from time to time in the Excess Interest\nDistribution Account (if established). Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be\nno Class S Specific Grantor Trust Assets. Accordingly, all references in this Agreement to “Class S Specific Grantor Trust Assets”\nshall be disregarded.\n\n“Class VRR Certificate”:\nIf issued, any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially\nthe form set forth in Exhibit A-16 hereto. For tax reporting purposes, the Class VRR Certificates will accrue interest at the WAC\nRate in effect from time to time. **For the avoidance of doubt, no Class VRR Certificates will be issued, and all references in this\nAgreement to “Class VRR Certificate” and “Class VRR Certificates” shall be disregarded.**\n\n“Class X Certificates”:\nThe Class X-A, Class X-B and/or Class X-D Certificates, as the context requires.\n\n“Class X Strip Rate”:\nWith respect to each Component for any Distribution Date, a rate *per annum* equal to the excess, if any, of (i) the WAC Rate\nfor such Distribution Date, over (ii) the Pass-Through Rate for the Corresponding Certificates for such Distribution Date.\n\n“Class X-A Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-4 hereto.\n\n - 32 - \n\n \n\n“Class X-A Components”:\nThe Class A-1 Component, Class A-2 Component and Class A-3 Component, each of which constitutes a separate class of “regular\ninterests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to\nits Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.\n\n“Class X-A Notional\nAmount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component Notional Amounts\nof the Class X-A Components.\n\n“Class X-A Pass-Through\nRate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-A Components for such\nDistribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior\nto such Distribution Date).\n\n“Class X-B Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-5 hereto.\n\n“Class X-B Components”:\nThe Class A-S Component, Class B Component and Class C Component, each of which constitutes a separate class of “regular interests”,\nwithin the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip\nRate from time to time and a notional amount equal to its Component Notional Amount from time to time.\n\n“Class X-B Notional\nAmount”: With respect to the Class X-B Certificates as of any date of determination, the sum of the Component Notional Amounts\nof the Class X-B Components.\n\n“Class X-B Pass-Through\nRate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-B Components for such\nDistribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior\nto such Distribution Date).\n\n“Class X-D Certificate”:\nAny one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the\nform set forth in Exhibit A-9 hereto.\n\n“Class X-D Component”:\nThe Class D Component, which constitutes a separate class of “regular interests”, within the meaning of Code Section 860G(a)(1),\nin the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time and a notional amount equal\nto its Component Notional Amount from time to time.\n\n“Class X-D Notional\nAmount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional Amount of the\nClass X-D Component.\n\n“Class X-D Pass-Through\nRate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such Distribution Date.\n\n - 33 - \n\n \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 The Depository Trust Company.\n\n“Clearstream”:\nClearstream Banking, Luxembourg, and its successors in interest.\n\n“Closing Date”:\nJune 25, 2026.\n\n“CMBS”:\nCommercial mortgage-backed securities.\n\n“Co-Lender Agreement”:\nWith respect to any Whole Loan, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement,\ndated as of the date set forth in the Whole Loan Table under the column heading “Date of Co-Lender Agreement” and governing\nthe relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise\nmodified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Whole Loan as of\nthe Closing Date.\n\n“Co-sponsored Mortgage\nLoan”: Any Mortgage Loan that is sold into the Trust by two or more Mortgage Loan Sellers. The Cannon Industrial Portfolio Mortgage\nLoan, the Northwoods Mall Mortgage Loan, the Mountain Industrial Portfolio Mortgage Loan, the Deptford Mall Mortgage Loan and the Prospect\nPlace Apartments Mortgage Loan are the only Co-sponsored Mortgage Loans with respect to the Trust as of the Closing Date.\n\n“Code”:\nThe Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations\nof the United States Department of the Treasury promulgated pursuant thereto.\n\n“Collateral Deficiency\nAmount”: With respect to any AB Modified Loan as of any date of determination, an amount calculated by the Special Servicer\nand equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s)\nincluded therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Trust Loan) (x) the\nmost recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected\nor taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the\ndate of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the subject Trust Loan\nbecame (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged\nProperties (provided, that in the case of an Outside Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken\ninto account solely to the extent relevant information is received by the Special Servicer), plus (z) any other escrows or reserves\n(in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified\nLoan as of the date of such determination. The Certificate Administrator, the Master Servicer and the Operating Advisor (other than with\nrespect to any Collateral Deficiency Amount calculations that the Operating Advisor is required to review, recalculate and/or verify pursuant\nto Section 3.29) shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any\nCollateral Deficiency Amount.\n\n - 34 - \n\n \n\n“Collection Account”:\nThe account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which\n(subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a\nDivision of PNC Bank, National Association, as Master Servicer on behalf of Computershare Trust Company, National Association, as Trustee,\nfor the benefit of the registered holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15,\nand the Uncertificated Interest Owners, Collection Account” and which must be an Eligible Account.\n\n“Collection Period”:\nWith respect to any Distribution Date, the period beginning on the day immediately following the Determination Date occurring in the month\npreceding the month in which that Distribution Date occurs (or, in the case of the Collection Period for the initial Distribution Date,\nwith respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately following the Due Date for such Mortgage\nLoan or Companion Loan in the month preceding the month in which that Distribution Date occurs (or the date that would have been the Due\nDate if such Mortgage Loan or Companion Loan had a Due Date in such preceding month)) and ending on and including the Determination Date\noccurring in the month in which that Distribution Date occurs.\n\n“Combined VRR Available\nFunds”: With respect to any Distribution Date, an amount equal to the product of the Aggregate Available Funds for such Distribution\nDate multiplied by the Vertically Retained Percentage. **For the avoidance of doubt, the Vertically Retained Percentage shall at all\ntimes be 0%, and the Combined VRR Available Funds shall be equal to 0 at all times.**\n\n“Combined VRR Interest”:\nThe Class VRR Certificates (if issued) and the Uncertificated VRR Interest (if issued), collectively. The Combined VRR Interest represents\nundivided beneficial interests in the VRR Specific Grantor Trust Assets, if any. **For the avoidance of doubt, neither the Class VRR\nCertificates nor the Uncertificated VRR Interest shall be issued on the Closing Date, and any references to “Class VRR Certificates”,\n“Uncertificated VRR Interest” or “Combined VRR Interest” in this Agreement shall be disregarded.**\n\n“Combined VRR Interest\nBalance”: The Certificate Balance of the Class VRR Certificates (if issued) and the Uncertificated VRR Interest Balance, together.\n**For the avoidance of doubt, no Class VRR Certificates or Uncertificated VRR Interest will be issued under this Agreement, and the Combined\nVRR Interest Balance shall be deemed to be zero at all times.**\n\n“Combined VRR Interest\nOwner”: Any Holder of a Class VRR Certificate (if issued) or the Uncertificated VRR Interest Owner. **For the avoidance of\ndoubt, neither the Class VRR Certificates nor the Uncertificated VRR Interest will be issued under this Agreement and, accordingly, there\nwill be no Combined VRR Interest Owner and all references to “Combined VRR Interest Owner” in this Agreement shall be disregarded.**\n\n“Commission”:\nThe Securities and Exchange Commission.\n\n“Communication Request”:\nAs defined in Section 5.07(a) of this Agreement.\n\n - 35 - \n\n \n\n“Companion Loan”:\nWith respect on any Whole Loan, as defined in the definition of “Whole Loan.” If, with respect to any Whole Loan, any promissory\nnote evidencing a related Companion Loan is split and replaced with 2 or more replacement promissory notes, each such related promissory\nnote will evidence a separate Companion Loan with respect to such Whole Loan. Each Companion Loan is either a Pari Passu Companion Loan\nor a Subordinate Companion Loan. In the case of a Companion Loan serviced under this Agreement, the term “Companion Loan”\nshall include a REO Companion Loan.\n\n“Companion Loan\nHolder”: The holder of a Companion Loan (other than a Trust Subordinate Companion Loan held by the Trust).\n\n“Companion Loan\nHolder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related Companion\nLoan Holder.\n\n“Companion Loan\nRating Agency”: With respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the securitization\nof such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.\n\n“Companion Loan\nRating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion Loan\nor any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be in electronic\nform) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in\nand of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced\nCompanion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other\nacknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which\nthe Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),\nor as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation\nfrom the applicable Companion Loan Rating Agency with respect to such matter shall not apply.\n\n“Companion Loan\nRating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation” in this\nAgreement.\n\n“Compensating Interest\nPayments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this Agreement to\ncover Prepayment Interest Shortfalls.\n\n“Component”:\nWith respect to the Class X-A Certificates, each of the Class A-1 Component, the Class A-2 Component and Class\nA-3 Component; with respect to the Class X-B Certificates, each of the Class A-S Component, Class B Component and Class C Component;\nand with respect to the Class X-D Certificates, the Class D Component.\n\n“Component Notional\nAmount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal Balance\nof the Corresponding Lower-Tier Regular Interest for that Component.\n\n - 36 - \n\n \n\n“Condemnation Proceeds”:\nAll proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property (including with respect to\nthe Outside Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject, however, to the rights of any\ntenants and ground lessors, as the case may be, and the terms of the related Mortgage and related Co-Lender Agreement; provided\nthat, in the case of an Outside Serviced Mortgage Loan, “Condemnation Proceeds” under this Agreement shall be limited to any\nrelated proceeds of the type described above in this definition that are received by the Trust Fund in connection with such Outside Serviced\nMortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.\n\n“Consent Fees”:\nWith respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent or approval (or review thereof)\nrequired or requested pursuant to the terms of the Loan Documents that does not involve a modification evidenced by a signed writing,\nassumption, extension, waiver or amendment of the terms of the Loan Documents.\n\n“Consultation Election\nNotice”: As defined in Section 2.03(g) of this Agreement.\n\n“Consultation Requesting\nCertificateholder”: Any Certificateholder or Certificate Owner of a Certificate that timely delivers a Consultation Election\nNotice.\n\n“Consultation Termination\nEvent”: The event that: (1) with respect to any Mortgage Loan (other than a Trust Subordinate Companion Whole Loan) either (a)\nwill occur when none of the Classes of Control Eligible Certificates has a Certificate Balance, without regard to the allocation of any\nCumulative Appraisal Reduction Amount, that is equal to or greater than 25% of the initial Certificate Balance of that Class of Certificates\nor (b) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided, however,\nthat a Consultation Termination Event shall in no event exist at any time that the Certificate Balance of each Class of Non-Vertically\nRetained Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation\nof Cumulative Appraisal Reduction Amounts); and (2) with respect to a Trust Subordinate Companion Whole Loan, will be determined in accordance\nwith clause (1) of this definition, but only if a Control Appraisal Period exists with respect to such Whole Loan. With respect to Excluded\nMortgage Loans as to which the Controlling Class Representative would otherwise be a Consulting Party, a Consultation Termination Event\nshall be deemed to exist.\n\n“Consulting Party”:\nWith respect to any Serviced Mortgage Loan or, if applicable, Serviced Whole Loan, will be each of:\n\n(i)                      except\nwith respect to a Serviced Outside Controlled Whole Loan, solely (a) after the occurrence and during the continuance of a Control Termination\nEvent, but prior to the occurrence and continuance of a Consultation Termination Event, and (b) for so long as the related Mortgage Loan\nis not an Excluded Mortgage Loan, the Controlling Class Representative;\n\n(ii)                   with\nrespect to any Serviced Outside Controlled Whole Loan (which may include a Servicing Shift Whole Loan or a Serviced Whole Loan with a\nControlling Subordinate Companion Loan held outside the Trust), solely (a) if and for so long as the\n\n - 37 - \n\n \n\nholder of the Mortgage Loan included\nin this securitization transaction is entitled under the related Co-Lender Agreement to exercise consultation rights with respect\nto such Whole Loan, (b) prior to the occurrence and continuance of a Consultation Termination Event, and (c) for so long as\nthe related Mortgage Loan is not an Excluded Mortgage Loan, the Controlling Class Representative;\n\n(iii)                with\nrespect to any Serviced Whole Loan that includes a Pari Passu Companion Loan, the holder of such Pari Passu Companion Loan if and to the\nextent such holder (a) is not the applicable Directing Holder, and (b) is entitled to exercise consultation rights under the\nrelated Co-Lender Agreement;\n\n(iv)               solely\nafter the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor;\n\n(v)                  with\nrespect to a Trust Subordinate Companion Whole Loan, solely (a) after the occurrence and during the continuance of a related Loan-Specific\nControl Termination Event, but prior to the occurrence and continuance of a related Loan-Specific Consultation Termination Event, and\n(b) provided that no Control Appraisal Period exists or is deemed to exist with respect to such Trust Subordinate Companion Whole Loan,\nthe Loan-Specific Controlling Class Representative; and\n\n(vi)               except\nwith respect to any Excluded RRCP Mortgage Loan with respect to such party, (a) for so long as no Consultation Termination Event\nis continuing, with respect to any Specially Serviced Loan, and (b) during the continuance of a Consultation Termination Event, with\nrespect to any Mortgage Loan, a Risk Retention Consultation Party;\n\nprovided, that with respect to any Serviced\nWhole Loan, the rights of any Consulting Party set forth in clauses (i) through (iii) above will be subject to and may\nbe limited by the terms and provisions of any related Co-Lender Agreement.\n\nFor the avoidance of doubt,\n(A) the Controlling Class Representative shall not be a Consulting Party if and for so long as (1) a Consultation Termination Event is\nin effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, (3) with respect to any Serviced Outside Controlled Whole Loan,\nit is not entitled under the related Co-Lender Agreement to exercise consultation rights with respect to such Whole Loan, and/or (4) with\nrespect to any Trust Subordinate Companion Loan, no related Control Appraisal Period exists or is deemed to exist with respect to the\nrelated Trust Subordinate Companion Whole Loan, (B) consultation with the Operating Advisor shall be required only with respect to the\nmatters as to which consultation with the applicable Consulting Parties is required as set forth in Sections 3.09(a), 3.15,\n3.17(m), 3.21, 3.24, 3.29 and 6.09 and in the definition of “Acceptable Insurance Default”;\n(C) the Operating Advisor shall not be a Consulting Party if and for so long as no Operating Advisor Consultation Trigger Event has occurred\nand is continuing, (D) consultation with the Risk Retention Consultation Party shall be required only with respect to the matters as to\nwhich consultation with the applicable Consulting Parties is required as set forth in Sections 3.09, 3.15, 3.17(m),\n3.24, 6.09 and 7.02 and in the definition of “Acceptable Insurance Default”; (E) no Risk Retention Consultation\nParty shall be a Consulting Party with respect to any Mortgage Loan that is an\n\n - 38 - \n\n \n\nExcluded RRCP Mortgage Loan with respect to\nsuch party, or with respect to any Mortgage Loans other than as described in clause (vi) of the immediately preceding paragraph, and (D)\nthe consultation rights of the holder of a *Pari Passu* Companion Loan with respect to any related Serviced Whole Loan shall be subject\nto the terms of the related Co-Lender Agreement.\n\nFurther for the avoidance\nof doubt, with respect to any Serviced Mortgage Loan or Serviced Whole Loan, if none of the Controlling Class Representative, any Loan-Specific\nControlling Class Representative, the Operating Advisor, a Risk Retention Consultation Party, or a holder of a Pari Passu Companion Loan\nis a Consulting Party in accordance with the foregoing definition, then there will be no Consulting Party for that Serviced Mortgage Loan\nor Serviced Whole Loan. If any Consulting Party has not been identified to the Master Servicer or the Special Servicer, as applicable\n(and (I) if the applicable Consulting Party is the Controlling Class Representative or a Risk Retention Consultation Party, the Master\nServicer or the Special Servicer, as the case may be, has attempted to obtain such information from the Certificate Administrator or (II)\nif the applicable Consulting Party is the holder of a Pari Passu Companion Loan, the Master Servicer or the Special Servicer, as the case\nmay be, has attempted to obtain such information in accordance with Section 3.28(g), and, in the case of either of clause (I) or\nclause (II), no such entity has been identified to the Master Servicer or the Special Servicer, as applicable), then until such time as\nsuch Consulting Party is identified to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or the Special\nServicer, as applicable, shall have no duty to consult with such Consulting Party. For the avoidance of doubt, the initial Controlling\nClass Representative is identified in the definition of “Controlling Class Representative”, the initial “Loan-Specific\nControlling Class Representative” (if any) is identified in the definition of “Loan-Specific Controlling Class Representative”,\nthe initial Risk Retention Consultation Party (if any) is identified in the definition of “Risk Retention Consultation Party”,\nand the initial holder(s) of the Serviced Companion Loan(s) are identified on Exhibit NN hereto.\n\n“Control Appraisal\nPeriod”: With respect to any Serviced Whole Loan with a Subordinate Companion Loan that constitutes or constituted, as applicable,\na Controlling Subordinate Companion Loan, the “control appraisal period” (or analogous concept) under the related Co-Lender\nAgreement.\n\n“Control Eligible\nCertificates”: Any of the Class F-RR, Class G-RR and Class J-RR Certificates.\n\n“Control Termination\nEvent”: The event that: (1) with respect to any Mortgage Loan or, if applicable, Whole Loan (other than a Trust Subordinate\nCompanion Whole Loan) either (a) will occur when none of the Classes of the Control Eligible Certificates has a Certificate Balance (as\nnotionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in accordance with Section 3.10(a)\nof this Agreement) that is at least equal to 25% of the initial Certificate Balance of that Class of Certificates or (b) is deemed to\noccur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided, however, that a Control Termination\nEvent shall in no event exist at any time that the Certificate Balance of each Class of the Non-Vertically Retained Principal Balance\nCertificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal\nReduction Amounts); and (2) with respect to a Trust Subordinate Companion Whole Loan, will be determined in accordance with clause (1)\nof this definition, but only if a related Control Appraisal\n\n - 39 - \n\n \n\nPeriod exists with respect to such Whole Loan.\nWith respect to Excluded Mortgage Loans as to which the Controlling Class Representative would otherwise be the Directing Holder a Control\nTermination Event shall be deemed to exist.\n\n“Controlling Class”:\nAs of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a Certificate Balance\n(as notionally reduced by any portion of any Cumulative Appraisal Reduction Amount allocable to such Class in accordance with Section 3.10(a)\nof this Agreement) at least equal to 25% of the initial Certificate Balance of such Class; provided, however, that (except\nunder the circumstances set forth in the following proviso) if no Class of Control Eligible Certificates meets the preceding requirement,\nthen the Class F-RR Certificates will be the Controlling Class; and provided, further, however, that if, at any time\nthe aggregate outstanding Certificate Balance of the Principal Balance Certificates senior to the Control Eligible Certificates has been\nreduced to zero (without regard to the allocation of any Cumulative Appraisal Reduction Amount), then the Controlling Class shall be the\nmost subordinate Class of Control Eligible Certificates that has an outstanding Certificate Balance greater than zero (without regard\nto the allocation of any Cumulative Appraisal Reduction Amount). The Controlling Class as of the Closing Date will be the Class J-RR Certificates.\n\n“Controlling Class\nCertificateholder”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined\nby the Certificate Administrator from time to time.\n\n“Controlling Class\nRepresentative”: The Controlling Class Certificateholder (or other representative) selected by at least a majority of the Controlling\nClass Certificateholders by Certificate Balance, as identified by notice to the Certificate Administrator by the applicable Controlling\nClass Certificateholders from time to time, with notice of such selection delivered by the Certificate Administrator to the Special Servicer,\nthe Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided that, (i) absent\nsuch selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt of notice from the Controlling\nClass Certificateholders that own Certificates representing more than 50% of the Certificate Balance of the Controlling Class that a Controlling\nClass Representative is no longer so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder\nthat owns Certificates representing the largest aggregate Certificate Balance of the Controlling Class, as identified (in writing with\ncontact information) to the Certificate Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating Advisor).\nIf, upon the occurrence of any of the events or circumstances specified in clauses (i), (ii) or (iii) above,\nthe Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate Balance of the Controlling\nClass has not been identified to the Certificate Administrator (and thereby the Master Servicer and the Special Servicer), then the Master\nServicer and the Special Servicer shall have no obligation to obtain the consent of, or consult with, any Controlling Class Representative\nuntil notified by the Certificate Administrator of the identity of such largest Controlling Class Certificateholder or otherwise notified\nof the identity of the Controlling Class Representative as provided in this Agreement. No Person may exercise any of the consent or consultation\nrights and powers of the Controlling Class Representative with respect to an Excluded Mortgage Loan. The initial Controlling Class Representative\non the Closing Date shall be 3650 Real Estate Investment Trust 2 LLC, and the Certificate Registrar and the other parties to this Agreement\nshall be entitled to assume 3650 Real\n\n - 40 - \n\n \n\nEstate Investment Trust 2 LLC is the Controlling\nClass Representative on behalf of the Controlling Class Certificateholders, until the Certificate Administrator, the Master Servicer,\nthe Special Servicer and each other Controlling Class Certificateholder receives (a) written notice of a replacement Controlling\nClass Representative or (b) written notice that 3650 Real Estate Investment Trust 2 LLC is no longer the Holder (or Certificate Owner)\nof a majority of the applicable Controlling Class.\n\n“Controlling Pari\nPassu Companion Loan”: A Pari Passu Companion Loan that is evidenced by the “control note” (or analogous concept)\nunder the related Co-Lender Agreement, or the holder of which is the “directing holder” (or analogous concept) under the related\nCo-Lender Agreement.\n\n“Controlling Pari\nPassu Companion Loan Securitization Date”: With respect to either (i) a Servicing Shift Whole Loan or (ii) an Outside Serviced\nWhole Loan as to which servicing will shift from the current Outside Servicing Agreement to a Future Outside Servicing Agreement upon\nthe securitization of the related Controlling Pari Passu Companion Loan, the date on which the related Controlling Pari Passu Companion\nLoan is included in an Outside Securitization Trust, and which is also the date on which the pooling and servicing agreement or other\ncomparable agreement governing the creation of such Outside Securitization Trust becomes the Outside Servicing Agreement for such Outside\nServiced Whole Loan.\n\n“Controlling Subordinate\nCompanion Loan”: A Subordinate Companion Loan that is evidenced by the “control note” (or analogous concept) under\nthe related Co-Lender Agreement, or the holder of which is the “directing holder” (or analogous concept) under the related\nCo-Lender Agreement.\n\n“Corporate Trust\nOffice”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust business\nshall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located at 9062 Old\nAnnapolis Road, Columbia, Maryland 21045, and (ii) the Certificate Administrator is located, for certificate transfer purposes, at 1505\nEnergy Park Drive, St. Paul, Minnesota 55108, and for all other purposes, except as specifically set forth herein, 9062 Old Annapolis\nRoad, Columbia, Maryland 21045.\n\n“Corrected Loan”:\nAny Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition of “Specially\nServiced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Loan or a related Mortgaged Property\nbecoming an REO Property).\n\n“Corresponding Certificates”:\nAs identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest, Trust Subordinate Companion Loan Regular\nInterest, Component or Loan-Specific Component.\n\n“Corresponding Component”:\nAs identified in the Preliminary Statement with respect to any Class of Non-Vertically Retained Principal Balance Certificates, Class\nof Loan-Specific Principal Balance Certificates, Lower-Tier Regular Interest or Trust Subordinate Companion Loan Regular Interest.\n\n - 41 - \n\n \n\n“Corresponding Lower-Tier\nRegular Interest”: As identified in the Preliminary Statement with respect to any Class of Principal Balance Certificates, the\nUncertificated VRR Interest or any Component.\n\n“Corresponding Trust\nSubordinate Companion Loan Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Loan-Specific\nCertificates, Loan-Specific Uncertificated Interest or Loan-Specific Component.\n\n“CREFC®”:\nCRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor\nthereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer\nto such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders,\nissuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal\nsuch association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment\nof industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates\nand commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors\nholding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association\ndescribed in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to\nrefer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate\nAdministrator, the Special Servicer and, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class\nRepresentative.\n\n“CREFC®\nAdvance Recovery Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, or such other\nform for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC®\nfor 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®\nAssumption Modification Posting Instructions Template”: A report substantially in the form of, and containing the information\ncalled for in, the downloadable form of the “Assumption Modification Posting Instructions Template” available as of the Closing\nDate on the CREFC® Website, or such other form for the presentation of such information and containing such additional\ninformation as may from time to time be approved by the 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\n\n - 42 - \n\n \n\nform 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®\nCapitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing the information\ncalled for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense Template” available as\nof the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such\nadditional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions\ngenerally.\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 and any Trust Subordinate Companion Loans, or\nsuch other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial\nmortgage securities transactions generally.\n\n“CREFC®\nDelinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC® Website, or no later\nthan 90 days after its adoption, such other form for the presentation of such information and containing such additional information\nas may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.\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 and any Trust Subordinate Companion Loans, or such other form\nfor the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions 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 as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and\ncontaining such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities\ntransactions generally.\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 as of the Closing Date 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 approved by the CREFC® for commercial mortgage securities transactions generally.\n\n - 43 - \n\n \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 and any Trust Subordinate Companion 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®\nIntellectual Property Royalty License Fee”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with\nrespect thereto) and Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto, but excluding\nany REO Companion Loan related to any other Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related\nInterest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution\nDate, the Cut-Off Date Balance of such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance\nof such Trust Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such\namounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due\nor deemed due on the related Trust Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®\nIntellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC or a Trust Subordinate Companion Loan REMIC,\nas applicable.\n\n“CREFC®\nIntellectual Property Royalty License Fee Rate”: With respect to each Trust 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 as of the Closing Date 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 approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nInvestor Reporting Package (IRP)”: Collectively: (a) the following nine data files (and any other files as may be, or have\nbeen, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time\nto time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC®\nProperty File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC®\nCollateral Summary File, (vii) CREFC® Special Servicer Loan File, (viii) CREFC® Special Servicer Property\nFile and (ix) CREFC® Schedule AL File;\n\n(b)       the\nfollowing ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC® as\npart of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent Loan\nStatus Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) CREFC®\nREO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial\nStatus Report, (vi) CREFC® Servicer Watchlist/Portfolio Review Guidelines, (vii) CREFC® Loan Level\nReserve/LOC Report,\n\n - 44 - \n\n \n\n(viii) CREFC® NOI\nAdjustment Worksheet, (ix) CREFC® Advance Recovery Report, and (x) CREFC® Total Loan Report;\n\n(c)       the\nfollowing fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC® as part\nof the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction Template,\n(ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC®\nHistorical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template,\n(vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Certificate\nAdministrator Template, (viii) CREFC® Significant Insurance Event Template, (ix) CREFC® Loan Modification\nReport Template; (x) CREFC® Loan Liquidation Report Template, (xi) CREFC® REO Liquidation Report\nTemplate; (xii) CREFC® Payment Posting Instructions Template; (xiii) CREFC® Modification Posting Instructions\nTemplate; (xiv) CREFC® Assumption Modification Posting Instructions Template, and (xv) CREFC®\nCapitalized Amounts/Non-Recoverable Trust Expense Template; and\n\n(d)       such\nother reports and data files as CREFC® may designate, or has designated, as part of the “CREFC® Investor\nReporting Package (CREFC® IRP)” from time to time.\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 and any Trust Subordinate\nCompanion Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC®\nfor commercial mortgage securities transactions generally.\n\n“CREFC®\nLoan Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Loan Liquidation Report Template” available as of the Closing Date 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 approved by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nLoan Modification Report Template”: A report substantially in the form of, and containing the information called for in, the\ndownloadable form of the “Loan Modification Report Template” available as of the Closing Date 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 approved by the CREFC® for commercial mortgage securities transactions generally.\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 and any Trust Subordinate Companion Loans, or\nsuch other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial\nmortgage securities transactions generally.\n\n - 45 - \n\n \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 and any Trust Subordinate Companion Loans, or such other form\nfor the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC®\nModification Posting Instructions Template”: A report substantially in the form of, and containing the information called for\nin, the downloadable form of the “Modification Posting Instructions Template” available as of the Closing Date 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 approved 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 and any Trust Subordinate Companion Loans, or such other form for\nthe presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC®\nOperating Statement Analysis Report”: The monthly report (prepared with respect to each Mortgaged Property or, with respect\nto a Trust Loan secured by a portfolio of Mortgaged Properties, on a consolidated basis with respect to such portfolio) in the “Operating\nStatement Analysis Report” format substantially in the form of and containing the information called for therein for the Mortgage\nLoans and any Trust Subordinate Companion Loans, or such other form for the presentation of such information as may be approved from time\nto time by the CREFC® for commercial mortgage securities transactions generally.\n\n“CREFC®\nPayment Posting Instructions Template”: A report substantially in the form of, and containing the information called for in,\nthe downloadable form of the “Payment Posting Instructions Template” available as of the Closing Date 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 approved 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 and any Trust Subordinate Companion Loans, or such other form for\nthe presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions 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 as of the Closing Date 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 approved by the CREFC® for commercial mortgage securities transactions generally.\n\n - 46 - \n\n \n\n“CREFC®\nREO Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “REO Liquidation Report 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®\nREO Status Report”: The report in the “REO Status Report” format substantially in the form of and containing the\ninformation called for therein for the Mortgage Loans and any Trust Subordinate Companion Loans, or such other form for the presentation\nof such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions\ngenerally.\n\n“CREFC®\nSchedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing\nthe information required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of Regulation AB and Item 601(b)(102)\nof Regulation S-K and otherwise called for therein, or such other form containing such required information for the presentation of\nsuch information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally,\nwhich in any case shall include all information required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of\nRegulation AB and Item 601(b)(102) of Regulation S-K.\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 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®\nServicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the information\ncalled for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator Template” available\nas of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing\nsuch additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions\ngenerally.\n\n“CREFC®\nServicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying each Performing\nServiced Loan 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 and any Trust Subordinate Companion Loans, or such other form (including other portfolio review guidelines) for\nthe presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities\ntransactions generally.\n\n“CREFC® Significant\nInsurance Event Template”: A report substantially in the form of, and containing the information called for in, the downloadable\nform of the “Interest Significant Insurance Event Template” available as of the Closing Date on the CREFC® Website,\n\n - 47 - \n\n \n\nor such other form for the presentation of\nsuch information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage\nsecurities transactions generally.\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 and any Trust Subordinate Companion Loans, or\nsuch other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial\nmortgage securities transactions generally.\n\n“CREFC®\nSpecial Servicer Property File”: The data file in the “CREFC® Special Servicer Property File” format\nsubstantially in the form of and containing the information called for therein for the Mortgage Loans and any Trust Subordinate Companion\nLoans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for\ncommercial mortgage securities transactions generally.\n\n“CREFC®\nTotal Loan Report”: The report in the “Total Loan Report” format substantially in the form of and containing the\ninformation called for therein for the Mortgage Loans and any Trust Subordinate Companion Loans, or such other form for the presentation\nof such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions\ngenerally.\n\n“CREFC®\nWebsite”: The CREFC®’s website located at “*www.crefc.org*” or such other primary website\nas the CREFC® may establish for dissemination of its report forms.\n\n“Cross-Collateralized\nGroup”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that\na Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized\nand cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. There are no Cross-Collateralized Groups\nincluded as assets of the Trust as of the Closing Date.\n\n“Cross-Collateralized\nMortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.\n\n“Cross-Over\nDate”: The first Distribution Date as of which (prior to any distributions of principal or allocations of Realized Losses on\nsuch Distribution Date) the Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and\nClass J-RR Certificates have all been previously reduced to zero due to the application of applicable Realized Losses.\n\n“Cumulative Appraisal\nReduction Amount”: As calculated by the Special Servicer as of any date of determination, the sum of (i) all Appraisal\nReduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect.\nThe Certificate Administrator and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s calculation\nor determination of any Cumulative Appraisal Reduction Amount. None of the Master Servicer, the Trustee nor the Certificate Administrator\nshall calculate or verify any Cumulative Appraisal Reduction Amount. With respect to any Class of Trust Certificates,\n\n - 48 - \n\n \n\nreferences in this Agreement to any Cumulative\nAppraisal Reduction Amount allocable to such Class mean the aggregate portion of any Appraisal Reduction Amounts and/or Collateral Deficiency\nAmounts comprising such Cumulative Appraisal Reduction Amount that are allocable to such Class under this Agreement.\n\n“Cure/Contest Period”:\nAs defined in Section 11.01(b)(vii) of this Agreement.\n\n“Custodial Agreement”:\nThe custodial agreement, if any, from time to time in effect between the Custodian named therein (if other than the Certificate Administrator)\nand the Certificate Administrator, as the same may be amended or modified from time to time in accordance with the terms thereof. For\navoidance of doubt, as of the Closing Date, the Custodian is the Certificate Administrator.\n\n“Custodian”:\nAny custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is such custodian,\nnamed pursuant to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator or the Master\nServicer or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may not be the Depositor,\na Mortgage Loan Seller or any Affiliate thereof. The Certificate Administrator shall be the initial Custodian. Computershare Trust Company,\nNational Association will perform its duties as Custodian hereunder through its Document Custody division (including, as applicable, any\nagents or affiliates utilized thereby).\n\n“Cut-Off Date”:\nWith respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in June 2026 for that Mortgage Loan or Serviced Companion\nLoan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to June 2026,\nthe date that would have been its Due Date in June 2026 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable,\nif a Monthly Payment were scheduled to be due in that month).\n\n“Cut-Off Date\nBalance”: With respect to any Mortgage Loan or Serviced Companion Loan, the outstanding principal balance of such Mortgage Loan\nor Serviced Companion Loan, as applicable, as of the Cut-Off Date, after application of all payments of principal due on or before\nsuch date, whether or not received (or, if such Mortgage Loan was originated subsequent to the Cut-Off Date, its original principal balance).\n\n“Debt Service Coverage\nRatio”: With respect to any Mortgage Loan (or Serviced Whole Loan, if applicable), for any twelve-month period covered by\nan annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged\nProperty during such period to (ii) the aggregate amount of Monthly Payments (which do not include Balloon Payments) due under such\nMortgage Loan (or Serviced Whole Loan, if applicable) during such period; provided that with respect to the Mortgage Loans (and\nwith respect to any Serviced Whole Loan that includes a Mortgage Loan) identified on the Mortgage Loan Schedule as paying interest only\nfor a specified period of time set forth in the related Loan Documents and then paying principal and interest, the related Monthly Payment\nwill be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization term\nindicated in the Mortgage Loan Schedule).\n\n - 49 - \n\n \n\n“Default”:\nAn event of default under any Mortgage Loan (or Serviced Whole Loan, if applicable) or an event which, with the passage of time or the\ngiving of notice, or both, would constitute an event of default under such Mortgage Loan (or Serviced Whole Loan, if applicable).\n\n“Default Interest”:\nWith respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued in respect of such Mortgage\nLoan or Serviced Companion Loan as provided in the related Note or Mortgage as a result of a default (exclusive of late payment charges)\nthat is in excess of interest at the related Mortgage Rate.\n\n“Default Rate”:\nWith respect to each Mortgage Loan or Serviced Companion Loan, the *per annum* rate at which interest accrues on such Mortgage Loan\nor Serviced Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Serviced Companion Loan, as the\ncase may be, including a default in the payment of a Monthly Payment or a Balloon Payment.\n\n“Defaulted Loan”:\nA Serviced Loan or Serviced Whole Loan (i) that is delinquent at least sixty days in respect of its Monthly Payments or delinquent\nin respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period\npermitted by the related Mortgage or Note and without regard to any acceleration of payments under the related Mortgage and Note or (ii) as\nto which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness\nevidenced by the related Note.\n\n“Defaulted Mortgage\nLoan”: A Mortgage Loan that is a Defaulted Loan.\n\n“Defaulted Serviced\nWhole Loan”: Any Serviced Whole Loan with respect to which the related Serviced Mortgage Loan or a related Serviced Companion\nLoan is a Defaulted Loan.\n\n“Defeasance Loan”:\nThose Trust Loans that provide the related Mortgagor with the option to defease the related Mortgaged Property.\n\n“Defective Mortgage\nLoan”: As defined in Section 2.03(a) of this Agreement.\n\n“Deficient Exchange\nAct Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained\nby it (other than a Mortgage Loan Seller 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 item and (z) delivered by or on behalf of such\nparty pursuant to the delivery requirements under Article X of this Agreement, that does not conform to the applicable reporting\nrequirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and/or the rules and regulations promulgated thereunder.\n\n“Definitive Certificate”:\nAny Trust Certificate in fully registered certificated form without interest coupons.\n\n - 50 - \n\n \n\n“Delinquent Loan”:\nA Mortgage Loan that is delinquent at least sixty (60) days in respect of its Monthly Payments or Balloon Payment, if any, in either\ncase such delinquency to be determined without giving effect to any Grace Period.\n\n“Depositor”:\nBMO Commercial Mortgage Securities LLC, a Delaware limited liability company, and its successors and assigns.\n\n“Depository”:\nThe Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the\nDepositor if the Depositor is legally able to do so).\n\n“Depository Participant”:\nA Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.\n\n“Designated Site”:\nThe internet website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers, initially located\nat www.*dealvdr.com*.\n\n“Determination Date”:\nThe eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the next Business Day), commencing\nin July 2026.\n\n“Diligence File”:\nWith respect to each Mortgage Loan, collectively the following documents in electronic format:\n\n(a)       A\ncopy of each of the following documents:\n\n(i)                                (A)\nthe Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee on\nbehalf of the Certificateholders and the Uncertificated VRR Interest Owner or in blank, and further showing a complete, unbroken\nchain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original\nexecuted Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part\nof a Serviced Whole Loan, the executed Note for each related Serviced Companion Loan;\n\n(ii)                             the\nMortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned from\nthe applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office (if\nin the possession of the applicable Mortgage Loan Seller);\n\n(iii)                         any\nrelated Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments\nthereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording\nindicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable Mortgage Loan Seller);\n\n - 51 - \n\n \n\n(iv)                        final\nwritten modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable,\nany Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case (unless the particular item has\nnot been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified\nis a recordable document;\n\n(v)                           the\npolicy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced Whole Loan,\nif applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a “marked-up”\npro forma title policy marked as binding and executed by an authorized representative of the title insurer or an agreement to provide\nthe same pursuant to binding escrow instructions executed by an authorized representative of the title insurer) to issue such title insurance\npolicy;\n\n(vi)                        the\nGround Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor estoppel;\n\n(vii)                     the\nrelated Loan Agreement, if any;\n\n(viii)                  the\nguaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;\n\n(ix)                          the\nlock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan, if any;\n\n(x)                             the\nenvironmental indemnity from the related Mortgagor, if any;\n\n(xi)                           the\nrelated escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage) and,\nif applicable, any intervening assignments thereof;\n\n(xii)                        in\nthe case of a Mortgage Loan that is part of a Whole Loan, the related Co-Lender Agreement;\n\n(xiii)                    any\nfiled copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage\nLoan (or the related Serviced Whole Loan, if applicable) or in favor of any assignee prior to the Trustee and UCC-3 assignment financing\nstatements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted\nfor filing), if in the possession of the applicable Mortgage Loan Seller;\n\n(xiv)                   in\nthe case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the related intercreditor\nagreement;\n\n(xv)                      any\nrelated environmental insurance policy;\n\n - 52 - \n\n \n\n(xvi)                   any\nletter of credit relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof; and\n\n(xvii)                any\nrelated franchise agreement, property management agreement or hotel management agreement and related comfort letters (together with (i)\ncopies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee for the benefit of the Certificateholders\nand the Uncertificated VRR Interest Owner the benefits of such comfort letter or (ii) if the related comfort letter contemplates\nthat a request be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy\nof the notice requesting the issuance of such replacement comfort letter) and/or estoppel letters relating to such Mortgage Loan or the\nrelated Serviced Whole Loan and any related assignment thereof;\n\n(b)       a\ncopy of any engineering reports or property condition reports;\n\n(c)       other\nthan with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent roll;\n\n(d)       for\nany office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements\ndelivered to the related Mortgage Loan Seller;\n\n(e)       a\ncopy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that\nare privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the closing of\nthe related Mortgage Loan;\n\n(f)       a\ncopy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies\n(to the extent not previously included as part of this definition), if any, delivered in connection with the closing of the related Mortgage\nLoan;\n\n(g)       a\ncopy of the appraisal for the related Mortgaged Property or Mortgaged Properties;\n\n(h)       for\nany Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of the lease;\n\n(i)       a\ncopy of the applicable Mortgage Loan Seller’s asset summary;\n\n(j)       a\ncopy of all surveys for the related Mortgaged Property or Mortgaged Properties;\n\n(k)       a\ncopy of all zoning reports;\n\n(l)       a\ncopy of financial statements of the related Mortgagor;\n\n - 53 - \n\n \n\n(m)       a\ncopy of operating statements for the related Mortgaged Property or Mortgaged Properties;\n\n(n)       a\ncopy of all UCC searches;\n\n(o)       a\ncopy of all litigation searches;\n\n(p)       a\ncopy of all bankruptcy searches;\n\n(q)       a\ncopy of the origination settlement statement;\n\n(r)       a\ncopy of any Insurance Summary Report;\n\n(s)       a\ncopy of the organizational documents of the related Mortgagor and any guarantor;\n\n(t)       a\ncopy of any escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not included in the\norigination settlement statement;\n\n(u)       the\noriginal or a copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;\n\n(v)       unless\nalready included as part of the environmental reports, a copy of any closure letter (environmental); and\n\n(w)       unless\nalready included as part of the environmental reports, a copy of any environmental remediation agreement for the related Mortgaged Property\nor Mortgaged Properties;\n\nin each case, to the extent that the related\noriginator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified\nabove were not received in connection with the origination of such Mortgage Loan (other than documents that would not be included in connection\nwith the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage Loan of that structure\nor type, taking into account whether or not such Mortgage Loan has any additional debt), the Diligence File shall include a statement\nto that effect. No information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents, privileged\nor internal communications, credit underwriting or due diligence analysis shall constitute part of the Diligence File. It is not required\nto include any of the same items identified above again if such items have already been included under another clause of the definition\nof Diligence File, and the Diligence File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation\nto do so, include such other documents as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable\nthe Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly\nlabeled and identified.\n\n“Diligence File\nCertification”: As defined in Section 2.01(i) of this Agreement.\n\n - 54 - \n\n \n\n“Directing Holder”:\nWith respect to any Serviced Mortgage Loan or, if applicable, Serviced Whole Loan:\n\n(a)       except\n(i) with respect to an Excluded Mortgage Loan, (ii) with respect to a Trust Subordinate Companion Whole Loan prior to a related Control\nAppraisal Period, (iii) with respect to any Serviced Outside Controlled Whole Loan, and (iv) during any period that a Control Termination\nEvent has occurred and is continuing, the Controlling Class Representative;\n\n(b)       with\nrespect to any Serviced Outside Controlled Whole Loan (which may include a Servicing Shift Whole Loan or a Serviced Whole Loan with a\nControlling Subordinate Companion Loan held outside the Trust), if and for so long as the applicable Companion Loan Holder or its representative\nis entitled under the related Co-Lender Agreement to exercise consent rights similar to those entitled to be exercised by the Controlling\nClass Representative (when it is the Directing Holder under the circumstances described in clause (a) of this definition), the related\nOutside Controlling Note Holder; and\n\n(c)       with\nrespect to a Trust Subordinate Companion Whole Loan (i) for so long as no related Control Appraisal Period exists or is deemed to exist\nwith respect to such Whole Loan, the related Loan-Specific Controlling Class Representative (if and for so long as the related Loan-Specific\nControlling Class Representative is entitled to act as Directing Holder), and (ii) for so long as a related Control Appraisal Period exists\nor is deemed to exist (x) in the case of a Trust Subordinate Companion Whole Loan that becomes a Serviced Outside Controlled Whole Loan,\nthe related Outside Controlling Note Holder, or (y) in the case of a Trust Subordinate Companion Whole Loan as to which the subsequent\n“control note” (or analogous term) under the related Co-Lender Agreement is held by the Trust and a Control Termination Event\nhas not occurred and is continuing, the Controlling Class Representative;\n\n*provided*, that with respect to any Serviced\nWhole Loan, the rights of the Directing Holder will be subject to and may be limited by the terms and provisions of any related Co-Lender\nAgreement.\n\nFor the avoidance of doubt:\n(A) the Controlling Class Representative will not be the Directing Holder if and for so long as (1) a Control Termination Event is in\neffect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, (3) the related Serviced Whole Loan is a Serviced Outside Controlled\nWhole Loan, and/or (4) with respect to a Trust Subordinate Companion Whole Loan, the related Loan-Specific Controlling Class Representative\nis entitled to act as Directing Holder; (B) there will be no Directing Holder with respect to an Excluded Mortgage Loan; (C) with respect\nto a Trust Subordinate Companion Whole Loan, if and for so long as a related Control Appraisal Period exists, the related Loan-Specific\nControlling Class Representative will not be the Directing Holder; and (D) with respect to any Serviced Outside Controlled Whole Loan,\nthe related Outside Controlling Note Holder will be the Directing Holder only if and for so long as such note holder or note holder representative\nis entitled under the related Co-Lender Agreement to exercise consent rights similar to those entitled to be exercised by the Controlling\nClass Representative (when it is the Directing Holder under the circumstances described in clause (a) of the prior paragraph of this definition).\n\n - 55 - \n\n \n\nFurther for the avoidance\nof doubt, with respect to any Mortgage Loan or Whole Loan, if none of the Controlling Class Representative, an Outside Controlling Note\nHolder, or a Loan-Specific Controlling Class Representative, as applicable, is a Directing Holder in accordance with the foregoing definition,\nthen there will be no Directing Holder for that Serviced Mortgage Loan or Serviced Whole Loan.\n\n“Directly Operate”:\nWith respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to\ntenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5),\nthe management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course\nof a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction\nwork on the REO Property, other than through an Independent Contractor; provided, however, that the Special Servicer, on\nbehalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of\nthe Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions\nas to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).\n\n“Disclosable Special\nServicer Fees”: With respect to any Serviced Loan or related REO Property, any compensation and other remuneration (including,\nwithout limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer or any of its\nAffiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any Manager, any guarantor or indemnitor\nin respect of a Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in an REO Property related to a Serviced\nWhole Loan, if applicable) in connection with the disposition, workout or foreclosure of any Serviced Loan, the management or disposition\nof any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this\nAgreement, other than (1) any compensation which is payable to the Special Servicer under this Agreement and that is set forth in a report\nthat is part of the CREFC® Investor Reporting Package (IRP) for the applicable period, and (2) any Permitted Special Servicer/Affiliate\nFees. For the avoidance of doubt, any compensation or other remuneration that an entity acting in the capacities of both the Master Servicer\nand Special Servicer is entitled to in its capacity as Master Servicer pursuant to this Agreement will not constitute Disclosable Special\nServicer Fees.\n\n“Dispute Resolution\nConsultation”: As defined in Section 2.03(g) of this Agreement.\n\n“Dispute Resolution\nCut-off Date”: As defined in Section 2.03(g) of this Agreement.\n\n“Dispute Resolution\nRequesting Holder”: Either a Requesting Certificateholder or a Consultation Requesting Certificateholder, as applicable.\n\n“Disqualified Non-U.S.\nTax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S.\nTax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has\n\n - 56 - \n\n \n\nfurnished the transferor and the Certificate\nRegistrar with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor\nand the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate\nto it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class\nR Certificate will not be disregarded for federal income tax purposes.\n\n“Disqualified Organization”:\nAny of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency or\ninstrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax\nand, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental\nunit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an\norganization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated\nbusiness taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates\n(except certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives described\nin Code Section 1381(a)(2) or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel\nto the effect that any Transfer to such Person may cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal\nincome tax purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United States,”\n“State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor\nprovisions.\n\n“Distribution Account”:\nCollectively, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, and the Trust Subordinate\nCompanion Loan REMIC Distribution Account(s), each of which may be subaccounts of a single Eligible Account.\n\n“Distribution Date”:\nThe fourth Business Day following each Determination Date, commencing in July 2026. The first Distribution Date shall be July 17, 2026.\n\n“Distribution Date\nStatement”: As defined in Section 4.02(a) of this Agreement.\n\n“Document Defect”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Dodd-Frank\nAct”: The Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time.\n\n“Due Date”:\nWith respect to any Mortgage Loan or Companion Loan, for any calendar month: (i) up to and including the calendar month in which\nits Maturity Date occurs, the day of such month set forth in the related Note on which the Monthly Payment thereon is scheduled to be\nfirst due (without regard to any grace period); (ii) after the calendar month in which its Maturity Date occurred, the day of such\nmonth that would have been the Due Date in accordance with clause (i) of this definition without regard to the occurrence of the\nMaturity Date; and (iii) if such Mortgage Loan or Companion Loan, as applicable, has become an REO Mortgage Loan or\n\n - 57 - \n\n \n\nREO Companion Loan, as applicable, the day\nof such month that would have been the Due Date in accordance with clause (i) of this definition without regard to the occurrence\nof such event.\n\n“Due Diligence Service\nProvider”: As defined in Section 12.13(l) of this Agreement.\n\n“Due Period”:\nWith respect to any Distribution Date and any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Companion\nLoan (including any successor REO Companion Loan with respect thereto), the period beginning on the day immediately following the Due\nDate in the month preceding the month in which such Distribution Date occurs (or, in the case of the Distribution Date occurring in July\n2026, if such Mortgage Loan or Companion Loan does not have a Due Date in such preceding month, beginning on the day after the date that\nwould have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month) and ending on and including\nthe Due Date in the month in which such Distribution Date occurs.\n\n“Early Termination\nNotice Date”: Any date as of which (a) the aggregate Stated Principal Balance of the Mortgage Loans (including successor REO\nMortgage Loans with respect thereto) and the Trust Subordinate Companion Loans (including any successor REO Companion Loans with respect\nthereto) remaining in the Trust Fund is less than (b) 1.0% of the sum of the aggregate Stated Principal Balance of the Mortgage Pool and\nthe Trust Subordinate Companion Loans initially included in the Trust Fund as of the Cut-Off Date (excluding, for the purposes of the\ncalculation in each of clauses (a) and (b) in this definition, the aggregate unpaid principal balances of any Mortgage Loan(s) that are/is\nARD Mortgage Loan(s), but in each case only if the right to purchase described in Section 9.01(c) is exercised after the Distribution\nDate related to the Collection Period in which the corresponding Anticipated Repayment Date occurs).\n\n“EDGAR”:\nThe Commission’s Electronic Data Gathering and Retrieval System.\n\n“EDGAR-Compatible\nFormat”: (a) With respect to the CREFC® Schedule AL File, the Schedule AL Additional File and any other information required\npursuant to Item 1111(h) of Regulation AB, XML Format or such other format as mutually agreed to between the Depositor, Certificate\nAdministrator and the Master Servicer and (b) with respect to any other document or information, any format compatible with EDGAR, including\nHTML, Word, Excel or clean, searchable PDFs.\n\n“EHRI Trust Subordinate\nCompanion Loan Securitization”: A Trust Subordinate Companion Loan Securitization Transaction that is characterized by risk\nretention that, in whole or in part, is in the form of an “eligible horizontal residual interest” held by a “third-party\npurchaser” in accordance with Rule 7 of Regulation RR. **For the avoidance of doubt, the Trust Fund will not include any Trust\nSubordinate Companion Loans that are part of an EHRI Trust Subordinate Companion Loan Securitization and all references to “EHRI\nTrust Subordinate Companion Loan Securitization” in this Agreement shall be disregarded.**\n\n“Eligible Account”:\nAny of: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company\n(including the Trustee and the Certificate Administrator), (a) the long-term unsecured debt obligations (or short-term unsecured\n\n - 58 - \n\n \n\ndebt obligations if the account holds funds\nfor less than 30 days) or commercial paper of which are rated by Fitch in its highest rating category at all times (or, in the\ncase of the REO Account, Collection Account, Whole Loan Custodial Account, Interest Reserve Account, Excess Liquidation Proceeds Reserve\nAccount and Escrow Account, the long-term unsecured debt obligations (or short-term unsecured debt obligations if the account\nholds funds for less than 30 days) of which are rated at least “AA-” by Fitch (or “A” by Fitch so long\nas the short-term deposit or short-term unsecured debt obligations of such depository institution or trust company are rated no\nless than “F1” by Fitch) or, if applicable, the short-term rating equivalent thereof, which is at least “F1”\nby Fitch) and (b) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating; (ii) a segregated account\nor accounts maintained with PNC Bank, National Association so long as the long-term unsecured debt rating or deposit account rating\nof PNC Bank, National Association shall be at least “A” by Fitch (or “A-“ by Fitch so long as the short-term deposit\nor short-term unsecured debt obligations of PNC Bank, National Association are rated no less than “F1” by Fitch) and “A2”\nby Moody’s (if the deposits are to be held in the account for more than 30 days) or the short-term deposit account or short-term\nunsecured debt rating of PNC Bank, National Association shall be at least “F1” by Fitch and “P-1” by Moody’s\n(if the deposits are to be held in the account for 30 days or less); (iii) a segregated trust account or accounts maintained with\nthe corporate trust department of a federal or state chartered depository institution or trust company that, in either case, has corporate\ntrust powers, acting in its fiduciary capacity, which institution or trust company has a combined capital and surplus of at least $50,000,000,\nis (in the case of a state chartered depository institution or trust company) subject to regulations substantially similar to 12 C.F.R.\n§9.10(b), and is subject to supervision or examination by federal and state authority, and the long term unsecured debt obligations\nof which are rated at least “A2” by Moody’s, and has a long-term unsecured debt rating of at least “A” by\nFitch (to the extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or a short-term\nunsecured debt rating of at least “P-1” by Moody’s and at least “F1” by Fitch (to the extent rated by Fitch)\n(if the deposits are to be held in the account for thirty (30) days or less); (iv) such other segregated account or accounts\n(which account may be a segregated account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the\nSpecial Servicer) that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would\nbe listed in clauses (i) through (iii) above, with respect to which (A) a Rating Agency Confirmation or Companion\nLoan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion Loan Rating Agency for which the\nminimum ratings set forth in the applicable clause is not satisfied with respect to such account and (B) if such other account is\nrated below an investment grade rating or investment grade assessment by Fitch or Moody’s, a Rating Agency Confirmation has been\nobtained from KBRA; or (v) such other account or accounts (which account may be an account maintained by or with the Certificate\nAdministrator, the Trustee, the Master Servicer or the Special Servicer) not listed in clauses (i) through (iii)\nabove with respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained\nfrom each Rating Agency and Companion Loan Rating Agency; provided, however, that accounts established by Computershare Trust Company,\nNational Association in its capacity as Certificate Administrator, shall be deemed to be Eligible Accounts provided that such accounts\nare segregated and amounts credited to such accounts are deposited with and held by a federally or state chartered depository institution\nthat satisfies the minimum ratings set forth in clauses (i), (ii) or (iii) above. Eligible Accounts may\n\n - 59 - \n\n \n\nbear interest. No Eligible Account shall be\nevidenced by a certificate of deposit, passbook or other similar instrument.\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, KBRA, S&P or Morningstar DBRS and that has not been a special servicer, operating\nadvisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P or Morningstar DBRS 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 2.10,\n(c) is not (and is not affiliated with or, in the case of any Subsequent Third Party Purchaser or any Loan-Specific Third Party Purchaser,\nRisk Retention Affiliated with) a Sponsor, a Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor,\nthe Certificate Administrator, the Trustee, a Directing Holder, any Risk Retention Consultation Party, the Retaining Sponsor, any Subsequent\nThird Party Purchaser, any Loan-Specific Third Party Purchaser or any of their respective Affiliates, (d) has not performed (and\nis not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services\nwith respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage\nLoan Seller, any Underwriter, any Initial Purchaser, a Directing Holder, any Risk Retention Consultation Party, the Retaining Sponsor,\nany Subsequent Third Party Purchaser, any Loan-Specific Third Party Purchaser or any of their respective Affiliates, or have been paid\nany fees, compensation 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 Trust Certificates, any Uncertificated Interest, any Mortgage Loans,\nany Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction\nto which this Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).\n\n“Eligible Operating\nAdvisor”: An entity (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s,\nFitch, KBRA, S&P and/or Morningstar DBRS but has not been the special servicer or operating advisor on a transaction for which Moody’s,\nFitch, KBRA, S&P and/or Morningstar DBRS has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates\nfor such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material\nfactor in such rating action, (ii) that (x) has (or all of the personnel responsible for supervising the Operating Advisor’s\nperformance of its obligations under this Agreement have) been regularly engaged in the business of analyzing and advising clients in\ncommercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections,\nand (y) has (or all of the personnel responsible for supervising the Operating Advisor’s performance of its obligations under\nthis Agreement have) at least five years of experience in commercial real estate asset management and experience in the workout and management\nof distressed commercial real estate assets, (iii) that can and will make the representations and warranties set forth in Section 2.09(a)\nof this Agreement, (iv) that is not (and is not affiliated with (including Risk Retention Affiliated with)) the Depositor, the Trustee,\nthe Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan Seller, any Directing Holder, the Retaining\nSponsor, any Subsequent Third\n\n - 60 - \n\n \n\nParty Purchaser, any Loan-Specific Third Party\nPurchaser, any Consulting Party (other than the Operating Advisor) or a depositor, a trustee, a certificate administrator, a master servicer\nor special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates (including Risk Retention\nAffiliates), (v) that has not been paid any fees, compensation or other remuneration by any entity acting as Special Servicer or\nsuccessor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement\nof the Special Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi) that does not\ndirectly or indirectly, through one or more Affiliates or otherwise, own any interest in any Trust Certificates, any Uncertificated Interest,\nany Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization\ntransaction to which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to which it is entitled\nas Asset Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.\n\n“Emergency Advance”:\nAny Property Advance that, pursuant hereto, the Special Servicer either (a) makes (in its sole discretion in accordance with the\nServicing Standard) or (b) requests the Master Servicer to make, that must be made in an emergency situation or on an urgent basis\nwithin two (2) Business Days of the Special Servicer becoming aware that it must be made in order to avoid any material penalty, any material\nharm to a Mortgaged Property securing a Serviced Loan or any other material adverse consequence to the Trust Fund or any related Companion\nLoan Holder.\n\n“Enforcing Party”:\nIn connection with any Repurchase Request, (i) in the event one or more Dispute Resolution Requesting Holders has delivered a Final\nDispute Resolution Election Notice with respect thereto pursuant to Section 2.03(g) of this Agreement, with respect to the\nmediation or arbitration that arises out of such Final Dispute Resolution Election Notice, such Dispute Resolution Requesting Holder(s),\nor (ii) in all other cases, the Enforcing Servicer.\n\n“Enforcing Servicer”:\nThe Special Servicer.\n\n“Environmental Report”:\nThe environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection\nwith the origination or acquisition of the related Mortgage Loan.\n\n“ERISA”:\nThe Employee Retirement Income Security Act of 1974, as it may be amended from time to time.\n\n“ERISA Restricted\nCertificate”: Any Class F-RR, Class G-RR or Class J-RR Certificate or, if transferred through BMO Capital Markets Corp., Goldman\nSachs & Co. LLC, SG Americas Securities, LLC, UBS Securities LLC or Wells Fargo Securities LLC, any Class VRR Certificate (if issued);\nprovided that any such Certificate: (a) will cease to be considered an ERISA Restricted Certificate and (b) will cease\nto be subject to the transfer restrictions with respect to ERISA Restricted Certificates contained in Section 5.03(n) of this\nAgreement if, as of the date of a proposed transfer of such Certificate, (i) it is rated in one of the four highest generic ratings\ncategories by a credit rating agency that meets the requirements of the Underwriter Exemption or (ii) relevant provisions of ERISA\nwould permit the transfer of such Certificate to a Plan.\n\n - 61 - \n\n \n\n“Escrow Account”:\nAs defined in Section 3.04(b) of this Agreement.\n\n“Escrow Payment”:\nAny payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement for\nthe account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated improvements\nand similar items in respect of the related Mortgaged Property.\n\n“Euroclear”:\nEuroclear Bank, as operator of the Euroclear System, and its successors in interest.\n\n“Excess Interest”:\nWith respect to each ARD Mortgage Loan, additional interest accrued on such ARD Mortgage Loan after the Anticipated Repayment Date allocable\nto the difference between the Revised Rate and the Mortgage Rate, plus any compound interest thereon (to the extent permitted by applicable\nlaw and the related Loan Documents). The Excess Interest on any ARD Mortgage Loan shall not be an asset of any Trust REMIC, but rather\nshall be an asset of the Grantor Trust. Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will\nbe no Excess Interest. Accordingly, all references in this Agreement to “Excess Interest” shall be disregarded.\n\n“Excess Interest\nCertificates”: Any Class of commercial mortgage pass-through certificates issued under this Agreement that are designated\nas evidencing an interest in the Excess Interest. If there is Excess Interest, the Class S Certificates and the Class VRR Certificates\nshall be the only Classes of Excess Interest Certificates issued under this Agreement. Because the Trust Fund will not include ARD Mortgage\nLoans as of the Closing Date, there will be no Excess Interest. Accordingly, there will be no Excess Interest Certificates and all references\nto “Excess Interest Certificate” and “Excess Interest Certificates” shall be disregarded.\n\n“Excess Interest\nDistribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(e)\nof this Agreement in trust for the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner, which (subject\nto changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Computershare Trust Company,\nNational Association, as Certificate Administrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the\nbenefit of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15\nand Class S, and the Uncertificated VRR Interest Owner, Excess Interest Distribution Account.” Any such account shall be an Eligible\nAccount. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Excess Interest Certificates\nand the Uncertificated VRR Interest Owner. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather\nshall be an asset of the Grantor Trust. Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will\nbe no Excess Interest. Accordingly, there will be no Excess Interest Distribution Account and all references to “Excess Interest\nDistribution Account” shall be disregarded.\n\n“Excess Liquidation\nProceeds”: With respect to any Mortgage Loan (and any related Trust Subordinate Companion Loan), the excess of (i) Liquidation\nProceeds of that Mortgage Loan (and any such Trust Subordinate Companion Loan) or related REO Property (net\n\n - 62 - \n\n \n\nof any related Liquidation Expenses and any\namounts payable to a related Serviced Companion Loan Holder (in connection with a Serviced Companion Loan held outside the Trust) pursuant\nto the related Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment in full had been\nmade, and all other outstanding amounts had been paid, with respect to such Mortgage Loan (and any such Trust Subordinate Companion Loan)\non the Due Date immediately following the date on which such proceeds were received. With respect to any Outside Serviced Mortgage Loan,\nExcess Liquidation Proceeds shall mean such Outside Serviced Mortgage Loan’s *pro rata* share of any “Excess Liquidation\nProceeds” determined in accordance with the applicable Outside Servicing Agreement and the related Co-Lender Agreement that\nare received by the Trust.\n\n“Excess Liquidation\nProceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant\nto Section 3.05(c) of this Agreement in trust for the Certificateholders and the Uncertificated Interest Owners, which (subject\nto any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Computershare Trust Company,\nNational Association, as Certificate Administrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the\nbenefit of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15,\nand the Uncertificated Interest Owners, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.\n\n“Excess Modification\nFees”: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), the sum of (A) the excess of\n(i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of a Serviced\nMortgage Loan (or Serviced Whole Loan, if applicable), over (ii) all unpaid or unreimbursed Advances and Additional Trust\nFund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not otherwise paid or reimbursed by the\nrelated Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but excluding (1) Special Servicing Fees, Workout\nFees and Liquidation Fees, and (2) Borrower Delayed Reimbursements) outstanding or previously incurred hereunder with respect to the related\nServiced Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which such Advances and Additional\nTrust Fund Expenses shall be reimbursed from such Modification Fees), and (B) Advances and Additional Trust Fund Expenses previously\npaid or reimbursed from Modification Fees as described in the preceding clause (A), which Advances and Additional Trust Fund Expenses\nhave been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees\nearned by the Special Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Serviced Mortgage\nLoan (or Serviced Whole Loan, if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or Serviced Whole Loan,\nif applicable) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the\nSpecial Servicer prior to such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) ceasing to be a Corrected Loan shall no\nlonger be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable)\nceased to be a Corrected Loan within 18 months of it becoming a modified Serviced Mortgage Loan (or modified Serviced Whole Loan,\nif applicable). If such Mortgage Loan (or Serviced Whole Loan) ceases to be a Corrected Loan, the Special Servicer shall be entitled to\na Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or\n\n - 63 - \n\n \n\namendment or future liquidation of the Specially\nServiced Loan or related REO Property (including in connection with a repurchase, sale, refinance, discounted or full payoff or other\nliquidation); provided that any Excess Modification Fees earned and paid to the Special Servicer in connection with such subsequent\nmodification, waiver, extension or amendment (or, as contemplated by the preceding proviso, a prior modification, waiver, extension or\namendment) shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month\nperiod, all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking into account any offset described\nabove applied during such 12-month period) with respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) shall\nbe subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Serviced Mortgage Loan (or Serviced Whole\nLoan, if applicable) after giving effect to such transaction, and (ii) $25,000.\n\n“Excess Penalty\nCharges”: With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any and all\nPenalty Charges collected in respect of such Serviced Loan during such Collection Period, over (ii) all unpaid or unreimbursed Advances\nand Additional Trust Fund Expenses (including, without limitation, Advances and interest on Advances to the extent not otherwise paid\nor reimbursed by the related Mortgagor, Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred\non behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder(s)) with respect to such Serviced Loan and reimbursed\nfrom such Penalty Charges (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such Penalty Charges) in accordance\nwith Section 3.14 of this Agreement and (B) Advances and expenses previously paid or reimbursed from Penalty Charges\nas described in the immediately preceding clause (A), which Advances and expenses have been recovered from the related Mortgagor\nor otherwise.\n\n“Excess Prepayment\nInterest Shortfall”: With respect to any Distribution Date, (i) with respect to the Mortgage Loans, the aggregate of any\nPrepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Aggregate Available\nFunds for such Distribution Date that are not covered by the portion of the Master Servicer’s Compensating Interest Payment for\nthe related Distribution Date allocable to the Mortgage Loans or, in the case of an Outside Serviced Mortgage Loan, the portion of any\ncompensating interest payments allocable to such Outside Serviced Mortgage Loan to the extent received from the related Outside Servicer,\nand (ii) with respect to each Trust Subordinate Companion Loan, the amount of any Prepayment Interest Shortfall resulting from any principal\nprepayment made on such Trust Subordinate Companion Loan to be included in the applicable Trust Subordinate Companion Loan Available Funds\nfor any Distribution Date that is not covered by the portion of the Master Servicer’s Compensating Interest Payment for the related\nDistribution Date allocable to such Trust Subordinate Companion Loan.\n\n“Excess Servicing\nFees”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) and Trust Subordinate\nCompanion Loan (including any successor REO Companion Loan with respect thereto), that portion of the Servicing Fee that accrues at a\n*per annum* rate equal to the Excess Servicing Fee Rate.\n\n“Excess Servicing\nFee Rate”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto), a rate *per\nannum* equal to the Servicing Fee\n\n - 64 - \n\n \n\nRate minus (i) if such Mortgage Loan is a Serviced\nMortgage Loan and no primary servicing fee rate or subservicing fee rate is payable to a party other than Midland Loan Services, a Division\nof PNC Bank, National Association, 0.00125% or (ii) if such Mortgage Loan is a Serviced Mortgage Loan and a primary servicing fee rate\nor subservicing fee rate is payable to a party other than Midland Loan Services, a Division of PNC Bank, National Association, 0.000625%\nplus any such primary servicing fee rate or subservicing fee rate payable to a party other than Midland Loan Services, a Division of PNC\nBank, National Association, or (iii) if such Mortgage Loan is an Outside Serviced Mortgage Loan, 0.000625%, plus any outside servicing\nfee rate payable to the related Outside Servicer; provided that such rate shall be subject to reduction at any time following any\nresignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor is appointed in accordance\nwith Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this\nAgreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor\nMaster Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02 of this Agreement.\n\n“Excess Servicing\nFee Right”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) and Trust Subordinate\nCompanion Loan (including any successor REO Companion Loan with respect thereto), the right to receive Excess Servicing Fees. In the absence\nof any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.\n\n“Exchange Act”:\nThe Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.\n\n“Excluded Controlling\nClass Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative or any Controlling\nClass Certificateholder, any Loan-Specific Controlling Class Representative, any Loan-Specific Controlling Class Certificateholder, as\napplicable, that is a Borrower Party with respect to such Excluded Controlling Class Mortgage Loan. Promptly upon obtaining actual knowledge\nof any such party becoming an “Excluded Controlling Class Holder”, the Controlling Class Representative, Controlling Class\nCertificateholder, Loan-Specific Controlling Class Representative or Loan-Specific Controlling Class Certificateholder, as the case may\nbe, shall provide notice in the form of Exhibit M-1F hereto to the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator, which such notice shall be delivered in accordance\nwith Section 12.04 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject\nExcluded Controlling Class Mortgage Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator\na notice substantially in the form of Exhibit M-1G hereto, which notice shall provide the CTSLink Login User ID associated\nwith such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling\nClass Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.\n\n“Excluded Controlling\nClass Mortgage Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling\nClass Representative or any Controlling Class Certificateholder (or, with respect to a Trust Subordinate Companion Whole Loan so long\nas a related Control Appraisal Period is not continuing, the related Loan-Specific\n\n - 65 - \n\n \n\nControlling Class Representative or any related\nLoan-Specific Controlling Class Certificateholder) is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or a Whole Loan\nis not an Excluded Controlling Class Mortgage Loan, such Mortgage Loan or Whole Loan also is not an Excluded Mortgage Loan.\n\n“Excluded Information”:\nWith respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling\nClass Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including, without limitation, any Asset\nStatus Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports (related to Specially Serviced Loans\nconducted by the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable), any Officer’s Certificates delivered\nby the Master Servicer, the Special Servicer or the Back-Up Advancing Agent pursuant to Section 3.20(c) or Section 4.06(b)\nsupporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination of the Special Servicer’s\nnet present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition\nreports and such other information and reports designated as Excluded Information (other than such information with respect to such Excluded\nControlling Class Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the\nSpecial Servicer or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC®\nInvestor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File and CREFC® Special Servicer\nProperty File relating to any Excluded Controlling Class Mortgage Loan) and any Schedule AL Additional File shall not be considered “Excluded\nInformation.” Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded Information\nfor posting to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.32\nhereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under\nthe “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information\nbeing delivered in the manner provided in Section 3.32 hereof.\n\n“Excluded Mortgage\nLoan”: If the Controlling Class Representative is or would otherwise be the Directing Holder or a Consulting Party with respect\nto such Mortgage Loan, a Mortgage Loan or related Whole Loan with respect to which, as of any date of determination, the Controlling Class\nRepresentative or a Controlling Class Certificateholder (or Controlling Class Certificateholders in the aggregate) of more than 50% of\nthe Controlling Class (by Certificate Balance) is (or are) a Borrower Party (or are Borrower Parties, as applicable). For the avoidance\nof doubt, any Excluded Mortgage Loan is also an Excluded Controlling Class Mortgage Loan.\n\n“Excluded Mortgage\nLoan Special Servicer”: With respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that is not a Borrower\nParty and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this Agreement.\n\n“Excluded RRCP Mortgage\nLoan”: With respect to any Risk Retention Consultation Party as of any date of determination, a Mortgage Loan or Whole Loan\nwith respect to which such Risk Retention Consultation Party or the Person(s) entitled to appoint such Risk Retention Consultation Party\nis a Borrower Party. **For avoidance of doubt, no Risk Retention Consultation Party shall be appointed under this Agreement, and there\nshall be no Excluded**\n\n - 66 - \n\n \n\n**RRCP Mortgage Loan with respect to the\nTrust, and all references in this Agreement to “Excluded RRCP Mortgage Loan” shall be disregarded.**\n\n“Excluded Special\nServicer Information”: With respect to any Excluded Special Servicer Mortgage Loan, any information and reports solely relating\nto such Excluded Special Servicer Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including,\nwithout limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports, any\nOfficer’s Certificates delivered by the Master Servicer, the related Excluded Mortgage Loan Special Servicer or the Trustee pursuant\nto Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor\nAnnual Reports (provided that the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable, shall be entitled to\naccess and view any Operating Advisor Annual Report relating to itself, even if such report also includes information about any Excluded\nSpecial Servicer Mortgage Loan), any determination of the related Excluded Mortgage Loan Special Servicer’s net present value calculation,\nany Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition reports and such other\ninformation and reports designated as Excluded Special Servicer Information (other than such information with respect to such Excluded\nSpecial Servicer Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the\nrelated Excluded Mortgage Loan Special Servicer or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or\nreport contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®\nSpecial Servicer Loan File and CREFC® Special Servicer Property File relating to any Excluded Special Servicer Mortgage\nLoan, which shall be Excluded Special Servicer Information) shall not be considered “Excluded Special Servicer Information.”\n\n“Excluded Special\nServicer Mortgage Loan”: As of any date of determination, any Mortgage Loan or Whole Loan with respect to which the related\nSpecial Servicer, to its knowledge, is a Borrower Party.\n\n“FDIC”:\nThe Federal Deposit Insurance Corporation, and its successors in interest.\n\n“Final Asset Status\nReport”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting\ninformation provided by the Special Servicer to any applicable Directing Holder or Consulting Party or, if different, the Operating Advisor\nor any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any\ncommunications (other than the related Asset Status Report) between the Special Servicer, on the one hand, and any applicable Directing\nHolder or Consulting Party, on the other hand, with respect to such Specially Serviced Loan; provided that no Asset Status Report\nshall be considered to be a Final Asset Status Report unless any applicable Directing Holder has either finally approved of and consented\nto the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this\nAgreement, or has been deemed to have approved or consented to such action, or unless the Asset Status Report is otherwise being implemented\nby the Special Servicer in accordance with this Agreement.\n\n“Final Dispute Resolution\nElection Notice”: As defined in Section 2.03(g) of this Agreement.\n\n - 67 - \n\n \n\n“Final Recovery\nDetermination”: With respect to any defaulted Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan (or, in\nthe case of an Outside Serviced Mortgage Loan, the equivalent under the applicable Outside Servicing Agreement) or REO Mortgage Loan,\nas the case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,\nREO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside Special Servicer with respect to an Outside\nServiced Mortgage Loan (if it is a “Specially Serviced Loan” (or an analogous concept) under the applicable Outside Servicing\nAgreement) or any related REO Property, has determined in accordance with the Servicing Standard will ultimately be recoverable; provided\nthat with respect to each Outside Serviced Mortgage Loan, the Final Recovery Determination shall be made by the related Outside Special\nServicer in accordance with the applicable Outside Servicing Agreement.\n\n“Fitch”:\nFitch Ratings, Inc. or its successors in interest. If neither Fitch Ratings, Inc. nor any successor remains in existence, “Fitch”\nshall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated\nby the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined\nby the Depositor) of the party so designated.\n\n“Form 8-K\nDisclosure Information”: As defined in Section 10.07 of this Agreement.\n\n“Future Outside\nServicing Agreement”: With respect to an Outside Serviced Servicing Shift Mortgage Loan, the related pooling and servicing agreement,\ntrust and servicing agreement or other comparable agreement entered into in connection with the securitization of the related Controlling\nPari Passu Companion Loan.\n\n“General Special\nServicer”: As defined in Section 6.08(i) of this Agreement.\n\n“Global Certificates”:\nAny Trust Certificate registered in the name of the Depository or its nominee.\n\n“Grace Period”:\nThe number of days before a payment default is an event of default under the related Mortgage Loan or Companion Loan.\n\n“Grantor Trust”:\nA segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor\nTrust Provisions, consisting of any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and, if established,\nthe Excess Interest Distribution Account, beneficial ownership of which is represented by the Grantor Trust Certificates. There will not\nbe any VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and no Excess Interest Distribution Account will be\nestablished. Accordingly, there will not be a Grantor Trust and all references in this Agreement to “Grantor Trust” shall\nbe disregarded.\n\n“Grantor Trust Certificates”:\nAny Class of commercial mortgage pass-through certificates issued under this Agreement that is designated as evidencing an interest\nin the Grantor\n\n - 68 - \n\n \n\nTrust. If there is a Grantor Trust, the Class\nS Certificates and the Class VRR Certificates shall be the only Classes of Grantor Trust Certificates issued under this Agreement. There\nwill be no Grantor Trust. Accordingly, there will be no Grantor Trust Certificates, and all references in this Agreement to “Grantor\nTrust Certificate” and “Grantor Trust Certificates” shall be disregarded.\n\n“Grantor Trust Provisions”:\nSubpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).\n\n“Ground Lease”:\nThe ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.\n\n“GSMC”:\nGoldman Sachs Mortgage Company, a New York limited partnership, and its successors in interest.\n\n“GSMC Mortgage Loan\nPurchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between GSMC and the Depositor.\n\n“GSMC Mortgage Loans”:\nThe Mortgage Loans (or portions thereof) transferred by GSMC to the Depositor and/or the Trust pursuant to the GSMC Mortgage Loan Purchase\nAgreement and this Agreement.\n\n“Hazardous Materials”:\nAny dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant\nto the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 *et seq*., or any other\nenvironmental laws now or hereafter existing, and specifically including, without limitation, asbestos and asbestos-containing materials,\npolychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in\ninventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in\nthe foregoing definition.\n\n“Holder”:\n(a) With respect to any Certificate, a Certificateholder, (b) with respect to any Loan-Specific Certificate, a Loan-Specific Certificateholder,\n(c) with respect to any Uncertificated Interest, the related Uncertificated Interest Owner, and (d) with respect to any Lower-Tier\nRegular Interest or Trust Subordinate Companion Loan Regular Interest, the Trustee for the benefit of the Certificateholders and/or Loan-Specific\nCertificateholders. **For the avoidance of doubt, no Class VRR Certificates will be issued under this Agreement. Accordingly, all references\nin this Agreement to “Holder of the Class VRR Certificates” and “Holders of Class VRR Certificates” shall be disregarded.**\n\n“HRR Interest”:\nCollectively, the Class E-RR, Class F-RR, Class G-RR and Class J-RR Certificates, which are purchased for cash by the Retaining Sponsor\nfrom the Initial Purchasers on the Closing Date.\n\n“HRR Interest Transfer\nRestriction Period”: With respect to the HRR Interest, the period from the Closing Date to the earliest of: (i) the date that\nis latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33% of\nthe aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the sum of the aggregate outstanding Certificate Balance\nof the Principal Balance Certificates and the\n\n - 69 - \n\n \n\nUncertificated VRR Interest Balance of the\nUncertificated VRR Interest has been reduced to 33% of the sum of the aggregate outstanding Certificate Balance of the Principal Balance\nCertificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as of the Closing Date, and (C) two (2)\nyears after the Closing Date; (ii) the date on which all of the Mortgage Loans have been defeased in accordance with Rule 7(b)(8)(i) of\nRegulation RR; and (iii) the date on which Regulation RR has been officially abolished (and the securitization transaction contemplated\nby this Agreement is not subject to any other applicable credit risk retention requirements under the Dodd-Frank Act) or, based on a written\nopinion of counsel reasonably acceptable to the Depositor and the Retaining Sponsor, officially determined by the Regulatory Agencies\nto be no longer applicable to the securitization transaction contemplated by this Agreement or the HRR Interest.\n\n“Impermissible Risk\nRetention Affiliate”: As defined in Section 3.34 of this Agreement.\n\n“Impermissible TPP\nAffiliate”: As defined in Section 3.34 of this Agreement.\n\n“Indemnified Party”:\nAs defined in Section 8.05(c) or Section 12.13(d), as applicable, of this Agreement, as the context requires.\n\n“Indemnifying Party”:\nAs defined in Section 8.05(c), Section 10.12 or Section 12.13(d), as applicable, of this Agreement,\nas the context requires.\n\n“Independent”:\nWhen used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material\nindirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Risk Retention\nConsultation Party, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate\nthereof, and (ii) is not connected with any such Person as an officer, employee, promoter, underwriter, trustee, partner, director\nor Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Mortgage\nLoan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating\nAdvisor, the Asset Representations Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable,\nits Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated for services by,\nor (B) the beneficial owner of 1% or less of any Class of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee,\nthe Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative)\nor any Affiliate thereof, as the case may be, provided that such ownership constitutes less than 1% of the total assets owned by\nsuch Person.\n\n“Independent Contractor”:\nEither (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the\nmeaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests set\nforth in that section shall be considered to be met by any Person that owns,\n\n - 70 - \n\n \n\ndirectly or indirectly, 35% or more of any\nClass of Trust Certificates or Uncertificated Interest or 35% or more of the aggregate value of all Trust Interests), provided\nthat such Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC\nis at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master\nServicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless\nan Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer,\nthe Trustee and the Certificate Administrator has been delivered to the Trustee and the Certificate Administrator to that effect) or\n(ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer, on behalf of itself,\nthe Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party seeking to be deemed an\nIndependent Contractor) to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions\ntherein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to\ncease to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to\nthe exception applicable for purposes of Code Section 860D(a)) or cause any income realized in respect of such REO Property\nto fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).\n\n“Initial Interest\nDeposit Amount”: With respect to each Trust Loan that accrues interest on Actual/360 Basis, if the initial Distribution Date\noccurs in February (except during a leap year) or March, a cash amount equal to (i) if the initial Distribution Date is in February, one\nday of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of\ninterest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-off Date Balance of each such Trust Loan,\nwhich amount is required to be delivered by the related Mortgage Loan Seller to the Certificate Administrator on the Closing Date for\ndeposit into the Interest Reserve Account pursuant to Section 1 of the related Mortgage Loan Purchase Agreement. **For the avoidance\nof doubt, the initial Distribution Date does not occur in February or March and, accordingly, there will be no Initial Interest Deposit\nAmount with respect to any of the Trust Loans included in the Trust and all references to “Initial Interest Deposit Amount”\nin this Agreement shall be disregarded.**\n\n“Initial Month’s\nInterest Deposit Amount”: With respect to each Trust Loan, if any, that does not provide for a Monthly Payment in the month\nof the first Distribution Date, an amount that represents one-month’s interest accrued with respect to such Trust Loan at the related\nMortgage Rate for the month preceding the month of the first Distribution Date, which amount, if any, is required to be delivered by the\nrelated Mortgage Loan Seller to the Master Servicer on the Closing Date for deposit into the Collection Account pursuant to Section 1\nof the related Mortgage Loan Purchase Agreement. **For the avoidance of doubt there is no Initial Month’s Interest Deposit Amount\nwith respect any of the Trust Loans included in the Trust, and all references in this Agreement to “Initial Month’s Interest\nDeposit Amount” shall be disregarded.**\n\n“Initial Purchasers”:\nBMO Capital Markets Corp., Goldman Sachs & Co. LLC, SG Americas Securities, LLC, UBS Securities LLC, Wells Fargo Securities, LLC,\nAcademy Securities, Inc., Bancroft Capital, LLC, Blaylock Van, LLC and Drexel Hamilton, LLC.\n\n - 71 - \n\n \n\n“Initial Requesting\nCertificateholder”: The first Certificateholder or Certificate Owner of a Certificate (in either case, other than a Holder or\nCertificate Owner of the Class VRR Certificates) to deliver a Certificateholder Repurchase Request as described in Section 2.03(f)\nwith respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial Requesting Certificateholder with\nrespect to any Mortgage Loan, and a Holder of a Class VRR Certificate may not be an Initial Requesting Certificateholder.\n\n“Initial Schedule\nAL Additional File”: The data file containing additional information or schedules regarding data points in the Initial Schedule\nAL File and filed as Exhibit 103 to the Form ABS-EE or, if applicable, Form ABS-EE/A incorporated by reference in the Prospectus.\n\n“Initial Schedule\nAL File”: The data file prepared by, or on behalf of, the Depositor and filed as Exhibit 102 to the Form ABS-EE or,\nif applicable, Form ABS-EE/A incorporated by reference in the Prospectus.\n\n“Initial Uncertificated\nVRR Interest Owner”: The initial owner of the Uncertificated VRR Interest (if issued). For the avoidance of doubt, no Uncertificated\nVRR Interest will be issued, and all references in this Agreement to “Initial Uncertificated VRR Interest Owner” shall be\ndisregarded.\n\n“Inquiries”:\nAs defined in Section 4.02(a) of this Agreement.\n\n“Institutional Accredited\nInvestor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a) (1),\n(2), (3) or (7) of Regulation D under the Act or any entity in which all of the equity owners qualify as “accredited investors”\nwithin the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act.\n\n“Insurance Proceeds”:\nProceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including an Outside\nServiced Mortgage Loan) or Trust Subordinate Companion Loan (including any amounts paid by the Master Servicer pursuant to Section\n3.07 of this Agreement); provided that, in the case of an Outside Serviced Mortgage Loan, “Insurance Proceeds”\nunder this Agreement shall be limited to any related proceeds of the type described above in this definition that are received by the\nTrust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender\nAgreement or, if no allocation is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable Outside Servicing\nAgreement.\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“Interest Accrual\nAmount”: (a) With respect to any Distribution Date and any Class of Non-Vertically Retained Principal Balance Certificates,\nan amount equal to interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class on\nthe related Certificate Balance outstanding immediately prior to such Distribution Date; and (b) with\n\n - 72 - \n\n \n\nrespect to any Distribution Date and a Class\nof the Class X Certificates, an amount equal to the Accrued Component Interest for the related Interest Accrual Period for the applicable\nComponent (or, if there are multiple related Components, the sum of the Accrued Component Interest for the related Interest Accrual Period\nfor all of the respective Components) for such Class for such Interest Accrual Period. Calculations of interest for each Interest Accrual\nPeriod shall be made on 30/360 Basis.\n\n“Interest Accrual\nPeriod”: With respect to any Distribution Date, the calendar month prior to the month in which such Distribution Date occurs.\n\n“Interest Distribution\nAmount”: With respect to any Distribution Date and any Class of Non-Vertically Retained Regular Certificates, an amount equal\nto (A) the sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the Interest\nShortfall Carry-Forward, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall\nwith respect to the Mortgage Pool allocated to such Class on such Distribution Date pursuant to Section 4.01(j).\n\n“Interest Reserve\nAccount”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23\nof this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled\n“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company, National\nAssociation, as Trustee, for the benefit of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C15, and the Uncertificated Interest Owners, Interest Reserve Account” and which shall be an Eligible\nAccount.\n\n“Interest Shortfall\nCarry-Forward”: With respect to any Distribution Date for any Class of Non-Vertically Retained Regular Certificates, subject\nto increase as provided in Section 4.01(g) of this Agreement, 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 (if any), and (b) to the extent\npermitted by applicable law, (i) in the case of a Class of Non-Vertically Retained Principal Balance Certificates, one month’s\ninterest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the subject Distribution Date, and\n(ii) in the case of a Class of Class X Certificates, one month’s interest on that amount remaining unpaid at the WAC Rate for\nthe subject Distribution Date.\n\n“Interested Person”:\nAs of any date of determination, any party to this Agreement, any Mortgage Loan Seller, any applicable Directing Holder or Consulting\nParty, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged\nby the Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer\nof the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted\nServiced Whole Loan, the related Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by\nsuch special servicer), or the trustee for the related Other Securitization Trust, the related Serviced Companion Loan Holder or its Companion\nLoan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a\n\n - 73 - \n\n \n\nResponsible Officer of the Trustee or the Certificate\nAdministrator to be an Affiliate of any of the preceding entities.\n\n“Interest-Only\nTrust Certificates”: Collectively, the Class X Certificates and any Loan-Specific Interest-Only Certificates.\n\n“Investment”:\nAny direct or indirect ownership interest in any security, note or other financial instrument related to the Trust Certificates or issued\nor executed by a Mortgagor, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured)\nthat references or relates to any of the foregoing.\n\n“Investment Account”:\nAs defined in Section 3.07(a) of this Agreement.\n\n“Investment Company\nAct”: The Investment Company Act of 1940, as it may be amended from time to time.\n\n“Investment Decisions”:\nInvestment, trading, lending or other financial decisions, strategies or recommendations with respect to Investments, whether on behalf\nof the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate\nthereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, or any Person\non whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or\nany Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable,\nhas discretion in connection with Investments.\n\n“Investor Certification”:\nA certificate representing that such Person executing the certificate is a Certificateholder, a Loan-Specific Certificateholder, a Certificate\nOwner or a prospective purchaser of a Certificate or Loan-Specific Certificate (or any investment advisor or manager of the foregoing),\nan Uncertificated Interest Owner, the Controlling Class Representative or a Loan-Specific Controlling Class Representative (to the\nextent the Controlling Class Representative or such Loan-Specific Controlling Class Representative is not a Certificateholder or a\nCertificate Owner), a Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party is not a Certificateholder\nor Certificate Owner) or a Serviced Companion Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes of obtaining\ncertain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant\nto this Agreement, (A) (1) in the case of a Person that is not the Controlling Class Representative, a Controlling Class Certificateholder,\na Loan-Specific Controlling Class Representative or a Loan- Specific Controlling Class Certificateholder, such Person is or is not a Borrower\nParty and such Person is or is not a Risk Retention Consultation Party or (2) in the case of the Controlling Class Representative, a Controlling\nClass Certificateholder, a Loan-Specific Controlling Class Representative or a Loan-Specific Controlling Class Certificateholder,\nsuch Person is or is not a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, and (B) except in the case of\na Serviced Companion Loan Holder or its Companion Loan Holder Representative, such Person has received a copy of the Prospectus, which\ncertificate shall be substantially in the form of Exhibit M-1A, Exhibit M-1B, Exhibit M-1C,\nExhibit M-1D or Exhibit M-1E to this Agreement or in the form of an electronic certification contained\non the Certificate Administrator’s Website, and/or (ii) for purposes of\n\n - 74 - \n\n \n\nexercising Voting Rights (which does not apply\nto a prospective purchaser of a Certificate or Loan-Specific Certificate, an Uncertificated Interest Owner or a Serviced Companion\nLoan Holder or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower Party or (2) in the case of the Controlling\nClass Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or a Loan-Specific\nControlling Class Certificateholder, such Person is a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, (B)\nsuch Person is or is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee,\nthe Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any\nof the foregoing and (C) such Person has received a copy of the Prospectus, which certificate shall be substantially in the form\nof Exhibit M-2A or Exhibit M-2B to this Agreement or in the form of an electronic certification (which\nmay be a click-through confirmation) contained on the Certificate Administrator’s Website or the Master Servicer’s website.\nThe Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies\nand procedures. For the avoidance of doubt if a Borrower Party is the Controlling Class Representative, a Controlling Class Certificateholder,\na Loan-Specific Controlling Class Representative or a Loan-Specific Controlling Class Certificateholder, such Person (A) shall\nbe prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling Class Mortgage Loan\nand (B) shall not be permitted to exercise voting or control, consultation and/or special servicer appointment rights as a member\nof the Controlling Class solely with respect to the related Excluded Controlling Class Mortgage Loan.\n\nFor purposes of clause (i)(A)(1)\nof this “Investor Certification” definition, in the case of a Whole Loan with a related Directing Holder or Consulting Party\n(other than a Risk Retention Consultation Party), such Directing Holder or Consulting Party, as applicable, will be required to certify\nalso that it is or is not a borrower party, borrower restricted party, restricted holder or any other similar term that is applicable\nto such party under the related Co-Lender Agreement, and for such purposes references to “Borrower Party” will be deemed to\nrefer also to such analogous term in the related Co-Lender Agreement.\n\nThe Certificate Administrator\nmay require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.\n\nFor the avoidance of doubt\nif a Borrower Party is the Controlling Class Representative, a Controlling Class Certificateholder, the Loan-Specific Controlling Class\nRepresentative or a Loan-Specific Controlling, such Person (A) shall be prohibited from having access to the Excluded Information solely\nwith respect to the related Excluded Controlling Class Mortgage Loan and (B) shall not be permitted to exercise voting or control,\nconsultation and/or special servicer appointment rights as a member of the Controlling Class solely with respect to the related Excluded\nControlling Class Mortgage Loan.\n\n“Investor Q&A\nForum”: As defined in Section 4.02(a) of this Agreement.\n\n“Investor Registry”:\nAs defined in Section 4.02(a) of this Agreement.\n\n“IRS”:\nThe Internal Revenue Service.\n\n - 75 - \n\n \n\n“LCF”:\nLadder Capital Finance LLC, a Delaware limited liability company, and its successors in interest.\n\n“LCF Guarantor”:\nCollectively, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series TRS of Ladder Capital\nFinance Holdings LLLP.\n\n“LCF Mortgage Loan\nPurchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between LCF, the LCF Guarantor and\nthe Depositor.\n\n“LCF Mortgage Loans”:\nThe Mortgage Loans (or portions thereof) transferred by LCF to the Depositor and/or the Trust pursuant to the LCF Mortgage Loan Purchase\nAgreement and this Agreement.\n\n“KBRA”:\nKroll Bond Rating Agency, LLC or its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”\nshall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated\nby the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined\nby the Depositor) of the party so designated.\n\n“Legal Fee Reserve\nAccount”: The account created and maintained by the Certificate Administrator pursuant to Section 3.05(i), in the name\nof the “Legal Fee Reserve Account”, into which the amounts set forth in Section 5.05(i) shall be deposited directly\nand which must be an Eligible Account. The Legal Fee Reserve Account shall be accounted for as an outside reserve fund within the meaning\nof Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC.\n\n“Liquidation Event”:\nWith respect to any Trust Loan (or Serviced Whole Loan), any of the following events: (i) such Trust Loan (or Serviced Whole Loan)\nis paid in full; (ii) a Final Recovery Determination is made with respect to such Trust Loan (or Serviced Whole Loan); (iii) such\nTrust Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage\nLoan Purchase Agreement; (iv) such Trust Loan is purchased or otherwise acquired by the Special Servicer, the Master Servicer, the\nHolders of the Controlling Class, Holders of a Loan-Specific Controlling Class, Holders of the Class R Certificates, or the Remaining\nCertificateholder, pursuant to Section 9.01 of this Agreement; (v) such Trust Loan (or Serviced Whole Loan) is purchased\nby the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender\nAgreement or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent\ndomain or condemnation; (vii) such Trust Loan (or Serviced Whole Loan or relevant portion thereof) is purchased by any Person in\naccordance with Section 3.17 of this Agreement; or (viii) in the case of an Outside Serviced Mortgage Loan, such Mortgage\nLoan is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Outside\nServicing Agreement and/or the related Co-Lender Agreement. With respect to any REO Property (and the related REO Mortgage Loan or\nREO Companion Loan(s)), any of the following events: (i) a Final Recovery Determination is\n\n - 76 - \n\n \n\nmade with respect to such REO Property; (ii) such\nREO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer, Holders of the Controlling Class, Holders\nof the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the\ntaking of a REO Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (iv) such REO Property\nis purchased by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement,\nCo-Lender Agreement or similar agreement; or (v) such REO Property is purchased by another party in accordance with Section 3.17\nof this Agreement.\n\n“Liquidation Expenses”:\nAll customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator\nand the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property acquired in respect thereof or final\npayoff of a Corrected Loan (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage\ncommissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged Property).\n\n“Liquidation Fee”:\n(i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff (or unscheduled\npartial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from the related Mortgagor,\n(ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) repurchased\nor substituted, or with respect to which a Loss of Value Payment is made, as contemplated by Section 2.03 of this Agreement,\nand (iii) with respect to any Specially Serviced Loan or any REO Property (other than an REO Property related to an Outside Serviced Mortgage\nLoan) as to which the Special Servicer receives Liquidation Proceeds (including through a trustee’s sale, foreclosure sale or otherwise),\nInsurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related\npayment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); provided that the Liquidation\nFee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by\nor on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess\nModification Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee\nor Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with respect to offset in connection\nwith Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000 with respect to any Serviced\nMortgage Loan (or related Serviced Whole Loan, if applicable); provided, further, that (a) the Liquidation Fee shall\nbe zero with respect to any Serviced Mortgage Loan or Serviced Whole Loan or any Mortgaged Property purchased, repurchased or substituted\nfor pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii),\nthe applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following\nits receipt of notice or discovery of the Material Defect that gave rise to the particular repurchase or substitution obligation, and\n(B) clause (v), the applicable mezzanine loan holder (based on a purchase option set forth under the related intercreditor agreement)\nor the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement) does\nnot purchase such Serviced Mortgage Loan or Serviced Whole Loan within 90 days of the date that the first purchase option related\nto the subject Servicing Transfer Event first becomes exercisable under the related\n\n - 77 - \n\n \n\nintercreditor agreement or the related Co-Lender\nAgreement, as applicable) or pursuant to clauses (ii)or (iv) of the second sentence of the definition of Liquidation Event (unless\nwith respect to clause (iv), the applicable mezzanine loan holder (based on a purchase option set forth under the related intercreditor\nagreement) or the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement)\ndoes not purchase such REO Property within 90 days of the date that the first purchase option related to the subject Servicing Transfer\nEvent first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement, as applicable), (b) the\nLiquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Whole Loan or any Mortgaged Property with respect\nto which a Loss of Value Payment is made as contemplated by Section 2.03(a) of this Agreement unless the applicable Mortgage\nLoan Seller does not make the particular Loss of Value Payment with respect to such Mortgage Loan until after more than 120 days\nfollowing its receipt of notice or discovery of the Material Defect that gave rise to the payment of the particular Loss of Value Payment,\nand (c) the Liquidation Fee with respect to each Serviced Mortgage Loan or REO Mortgage Loan repurchased or substituted for after\nmore than 120 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Defect shall be in an\namount equal to the Liquidation Fee Rate of the outstanding principal balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided,\nfurther that if a Serviced Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described\nin clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and the related Liquidation\nProceeds or payment are received within 90 days following the related default in connection with the full and final payoff or refinancing\nof the related Serviced Mortgage Loan or Serviced Whole Loan, if applicable, the Special Servicer will not be entitled to collect a Liquidation\nFee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation. For the avoidance of\ndoubt, no Liquidation Fee is payable in connection with an optional termination of the Trust (or any Trust Subordinate Companion Loan\nREMIC) pursuant to Section 9.01.\n\n“Liquidation Fee\nRate”: A rate equal to the lesser of (a) 1.0% (or 0.50% with respect to the Deptford Mall Mortgage Loan) or (b) with respect\nto any Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable), such lesser rate as would result in a Liquidation Fee of\n$1,000,000; provided, however, that except as contemplated in the definition of “Liquidation Fee”, no Liquidation\nFee with respect to any Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable) will be less than $25,000.\n\n“Liquidation Proceeds”:\nThe amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full or discounted payoff (or unscheduled\npartial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) with respect to a Specially\nServiced Loan, (ii) a Liquidation Event, (iii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to\nthe Collection Account in accordance with Section 3.06(c) of this Agreement (provided that, for the purpose of determining\nthe amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount\nof such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any)\nis payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller), or (iv) the transfer of any Threshold\nEvent Collateral to the related Whole Loan Custodial Account pursuant to Section 3.28(f) of this Agreement.\n\n - 78 - \n\n \n\n“Loan Agreement”:\nWith respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related originator(s) and the Mortgagor,\npursuant to which such Mortgage Loan or Serviced Whole Loan was made.\n\n“Loan Documents”:\nWith respect to any Mortgage Loan, or Serviced Whole Loan, the documents executed or delivered in connection with the origination or any\nsubsequent modification of such Mortgage Loan or Serviced Whole Loan, as applicable, or subsequently added to the related Mortgage File,\nand any related Co-Lender Agreement and/or intercreditor agreement.\n\n“Loan Number”:\nWith respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor\nor any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.\n\n“Loan REMIC”:\nWith respect to any Loan REMIC Held Mortgage Loan, the REMIC created under the related REMIC Declaration, which REMIC holds such Loan\nREMIC Held Mortgage Loan and other related assets. **Because the Trust Fund will not include any Loan REMIC Held Mortgage Loan as of\nthe Closing Date, there will be no Loan REMIC or related REMIC Declaration. Accordingly, all references in this Agreement to “Loan\nREMIC” shall be disregarded.**\n\n“Loan REMIC Held\nMortgage Loan”: With respect to any Loan REMIC and the related Loan REMIC Regular Interest, the Mortgage Loan held by such Loan\nREMIC.\n\n“Loan REMIC Regular\nInterest”: With respect to any Loan REMIC Held Mortgage Loan, a class of uncertificated regular interest issued by the related\nLoan REMIC. **Because the Trust Fund will not include any Loan REMIC Held Mortgage Loan or Loan REMIC as of the Closing Date, there will\nbe no Loan REMIC Regular Interest. Accordingly, all references in this Agreement to “Loan REMIC Regular Interest” shall be\ndisregarded.**\n\n“Loan REMIC Residual\nDistribution Account:” The account or accounts created and maintained as a separate account or accounts by the Certificate Administrator\npursuant to Section 3.05(d) of this Agreement, which shall be entitled “Computershare Trust Company, National Association,\nas Certificate Administrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered\nHolders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15, Class R, Loan REMIC\nResidual Distribution Account” and which must be an Eligible Account. The Loan REMIC Residual Distribution Account shall be held\nsolely for the benefit of the Holders of the Class R Certificates. The Loan REMIC Residual Distribution Account shall be an asset of the\nTrust, but not an asset of any Trust REMIC. **Because the Trust Fund will not include any Loan REMIC Held Mortgage Loan or Loan REMIC\nas of the Closing Date, there will be no Loan REMIC Residual Interest. Accordingly, there will be no Loan REMIC Residual Distribution\nAccount and all references in this Agreement to “Loan REMIC Residual Distribution Account” shall be disregarded.**\n\n“Loan REMIC Residual\nInterest”: With respect to any Loan REMIC Held Mortgage Loan, the residual interest issue by the related Loan REMIC. **Because\nthe Trust Fund**\n\n - 79 - \n\n \n\n**will not include any Loan REMIC Held Mortgage\nLoan or Loan REMIC as of the Closing Date, there will be no Loan REMIC Residual Interest. Accordingly, all references in this Agreement\nto “Loan REMIC Residual Interest” shall be disregarded.**\n\n“Loan-Related Litigation”:\nAs defined in Section 3.33 of this Agreement.\n\n“Loan-Specific Certificate\nOwner”: A Certificate Owner of any Global Certificate issued with respect to a Class of Loan-Specific Certificates.\n\n“Loan-Specific Certificateholder”:\nWith respect to any Loan-Specific Certificate, the Person whose name is registered in the Certificate Register (including, solely for\nthe purposes of distributing reports, statements or other information pursuant to this Agreement, Loan-Specific Certificate Owners or\npotential transferees of Loan-Specific Certificates to the extent the Person distributing such information has been provided with an appropriate\nInvestor Certification by or on behalf of such Loan-Specific Certificate Owner or potential transferee); provided, however,\nthat\n\n(a)       solely\nfor the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments\nto this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically\ninvolving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate\nAdministrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller or any Person known to a Responsible\nOfficer of the Certificate Registrar to be an Affiliate of any such party, any Loan-Specific Certificate registered in the name of or\nbeneficially owned by such party or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled\nshall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent,\napproval, waiver or take any such action has been obtained;\n\n(b)       solely\nfor the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Loan-Specific Certificate\nbeneficially owned by a Borrower Party shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be\ntaken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver\nor take any such action has been obtained (provided, that notwithstanding the foregoing, for purposes of exercising any rights\nit may have solely as a member of the Loan-Specific Controlling Class, any Loan-Specific Controlling Class Certificate owned by an Excluded\nControlling Class Holder shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to giving\nconsent and taking any action with respect to any related Excluded Controlling Class Mortgage Loan); and\n\n(c)       if\nthe Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Loan-Specific\nControlling Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Loan-Specific\nControlling Class (other than, with respect to any Excluded\n\n - 80 - \n\n \n\nControlling Class Mortgage Loan with\nrespect to which such party is an Excluded Controlling Class Holder, as described in the proviso in parenthesis in clause (b) above).\n\nFor the avoidance of doubt,\nnothing contained in this definition will preclude the Special Servicer from performing its duties and exercising its rights in its capacity\nas Special Servicer under this Agreement other than with respect to an Excluded Special Servicer Mortgage Loan. **For avoidance of doubt,\nno Loan-Specific Certificates shall be issued under this Agreement and, accordingly, there will be no Loan-Specific Certificateholders\nand all references to “Loan-Specific Certificateholder” and “Loan-Specific Certificateholders” in this Agreement\nshall be disregarded.**\n\n“Loan-Specific Certificates”:\nWith respect to any Trust Subordinate Companion Loan, any commercial mortgage-backed securities issued under this Agreement (exclusive\nof the Class R certificates) evidencing an interest in such Trust Subordinate Companion Loan and any payments and collections thereon.\n**For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund. Accordingly, no Loan-Specific\nCertificates shall be issued under this Agreement and all references to “Loan-Specific Certificate” and “Loan-Specific\nCertificates” in this Agreement shall be disregarded.**\n\n“Loan-Specific Class\nX Strip Rate”:  With respect to each Loan-Specific Component for any Distribution Date, a rate *per annum* equal to\nthe excess, if any, of (i) the Net Mortgage Pass-Through Rate with respect to the applicable Trust Subordinate Companion Loan or\nany successor REO Companion Loan for such Distribution Date, over (ii) the Pass-Through Rate for the Corresponding Certificates\nfor such Distribution Date. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund. Accordingly,\nno Loan-Specific Components shall be issued under this Agreement and all references to “Loan-Specific Class X Strip Rate”\nshall be disregarded.**\n\n“Loan-Specific Component”:\nWith respect to any Class of Loan-Specific Interest-Only Certificates, a component thereof that accrues interest at the related Loan-Specific\nClass X Strip Rate on the related Loan-Specific Component Notional Amount. **For the avoidance of doubt, no Trust Subordinate Companion\nLoans will be included in the Trust Fund. Accordingly, no Loan-Specific Components shall be issued under this Agreement and all references\nto “Loan-Specific Component” in this Agreement shall be disregarded.**\n\n“Loan-Specific Component\nNotional Amount”: With respect to each Loan-Specific Component and any date of determination, an amount equal to the then outstanding\nTrust Subordinate Companion Loan Principal Balance of the Corresponding Trust Subordinate Companion Loan Regular Interest for that Loan-Specific\nComponent. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund. Accordingly, no Loan-Specific\nComponents shall be issued under this Agreement and all references to “Loan-Specific Component Notional Amount” in this Agreement\nshall be disregarded.**\n\n“Loan-Specific Consultation\nTermination Event”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates, the event\nthat will (a) occur when none of the Classes of related Loan-Specific Control Eligible Certificates has a\n\n - 81 - \n\n \n\nCertificate Balance, without regard to the\nallocation of any Cumulative Appraisal Reduction Amount with respect to the related Trust Subordinate Companion Whole Loan then allocable\nto such Class, that is equal to or greater than 25% of the initial Certificate Balance of that Class of Loan-Specific Control Eligible\nCertificates or (b) be deemed to occur if a Control Appraisal Period occurs or is deemed to occur under the related Co-Lender Agreement.\n**For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates\nshall be issued under this Agreement. Accordingly, all references to “Loan-Specific Consultation Termination Event” in this\nAgreement shall be disregarded.**\n\n“Loan-Specific Control\nEligible Certificates”: With respect to any Trust Subordinate Companion Loan, the related Loan-Specific Principal Balance Certificates\nthat could constitute the related Loan-Specific Controlling Class. **For the avoidance of doubt, no Trust Subordinate Companion Loans\nwill be included in the Trust Fund. Accordingly, no Loan-Specific Control Eligible Certificates shall be issued under this Agreement and\nall references to “Loan-Specific Control Eligible Certificate” and “Loan-Specific Control Eligible Certificates”\nin this Agreement shall be disregarded.**\n\n“Loan-Specific Control\nTermination Event”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates, the event\nthat will (a) occur when none of the Classes of related Loan-Specific Control Eligible Certificates has a Certificate Balance (as\nnotionally reduced by any Cumulative Appraisal Reduction Amount with respect to the related Trust Subordinate Companion Whole Loan then\nallocable to such Class) that is at least equal to 25% of the initial Certificate Balance of that Class of Loan-Specific Control Eligible\nCertificates, and (b) be deemed to occur if a Control Appraisal Period occurs or is deemed to occur under the related Co-Lender Agreement.\n**For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates\nshall be issued under this Agreement. Accordingly, all references to “Loan-Specific Control Termination Event” in this Agreement\nshall be disregarded.**\n\n“Loan-Specific Controlling\nClass”: As of any time of determination, with respect to any Trust Subordinate Companion Loan and the related Loan-Specific\nCertificates, the most subordinate Class of related Loan-Specific Control Eligible Certificates then outstanding that has a Certificate\nBalance (as notionally reduced by any portion of the Cumulative Appraisal Reduction Amount with respect to the related Trust Subordinate\nCompanion Whole Loan then allocable to such Class) at least equal to 25% of the initial Certificate Balance of such Class. **For the\navoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be\nissued under this Agreement. Accordingly, all references to “Loan-Specific Controlling Class” in this Agreement shall be disregarded.**\n\n“Loan-Specific Controlling\nClass Certificateholder”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates, any\nHolder (or Certificate Owner, if applicable) of a Loan-Specific Certificate of the related Loan-Specific Controlling Class as determined\nby the Certificate Administrator from time to time. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included\nin the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific\nControlling Class Certificateholder” and “Loan-Specific Controlling Class Certificateholders” in this Agreement shall\nbe disregarded.**\n\n - 82 - \n\n \n\n“Loan-Specific Controlling\nClass Representative”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates, the\nrelated Loan-Specific Controlling Class Certificateholder (or other representative) selected by at least a majority of the related Loan-Specific\nControlling Class Certificateholders, by Certificate Balance, as identified by notice to the Certificate Administrator by the related\nLoan-Specific Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special Servicer,\nthe Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided, however, that (i) absent\nthat selection, or (ii) until a Loan-Specific Controlling Class Representative is so selected or (iii) upon receipt of a notice\nfrom the related Loan-Specific Controlling Class Certificateholders that own related Loan-Specific Certificates representing more\nthan 50% of the Certificate Balance of the Loan-Specific Controlling Class, that such Loan-Specific Controlling Class Representative is\nno longer designated, the applicable Loan-Specific Controlling Class Representative will be the related Loan-Specific Controlling Class\nCertificateholder that owns the largest aggregate Certificate Balance of the related Loan-Specific Controlling Class, as identified to\nthe Certificate Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating Advisor).  If, upon the\noccurrence of any of the events or circumstances specified in clauses (i), (ii) or (iii) above, the related Loan-Specific Controlling\nClass Certificateholder that owns the largest aggregate Certificate Balance of the related Loan-Specific Controlling Class has not been\nidentified to the Certificate Administrator (and thereby the Master Servicer and the Special Servicer), then the Master Servicer and the\nSpecial Servicer will have no obligation to obtain the consent of, or consult with, any Loan-Specific Controlling Class Representative\nin respect of the subject Trust Subordinate Companion Loan and the related Loan-Specific Certificates until notified by the Certificate\nAdministrator of the identity of such largest related Loan-Specific Controlling Class Certificateholder or otherwise notified of the identity\nof such Loan-Specific Controlling Class Representative as provided in this Agreement. **For the avoidance of doubt, no Trust Subordinate\nCompanion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly,\nall references to “Loan-Specific Controlling Class Representative” shall be disregarded.**\n\n“Loan-Specific HRR\nInterest”: With respect to any Trust Subordinate Companion Loan Securitization Transaction, any Class or, collectively, Classes\nof related Loan-Specific Certificates that constitute an “eligible horizontal residual interest” held by a “third-party\npurchaser” in accordance with Rule 7 of Regulation RR. **For the avoidance of doubt, no Trust Subordinate Companion Loans will\nbe included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific\nHRR Interest” shall be disregarded.**\n\n“Loan-Specific HRR\nInterest Transfer Restriction Period”: With respect to any Loan-Specific HRR Interest, the period from the Closing Date to the\nearliest of: (i) the date that is latest of (A) the date on which the total unpaid principal balance of the related Trust Subordinate\nCompanion Loan has been reduced to 33% of the Cut Off Date Balance of such Trust Subordinate Companion Loan, (B) the date on which the\naggregate outstanding principal balance of the related Loan-Specific Certificates and any related Uncertificated Interest has been reduced\nto 33% of the aggregate outstanding principal balance of such Loan-Specific Certificates and any such Uncertificated Interest as of the\nClosing Date, and (C) two (2) years after the Closing Date; (ii) to the extent permitted under Regulation RR, the date on which the related\nTrust Subordinate\n\n - 83 - \n\n \n\nCompanion Whole Loan (including the related\nTrust Subordinate Companion Loan) has been defeased in accordance with Rule 7(b)(8)(i) of Regulation RR; and (iii) the date on which Regulation\nRR has been officially repealed (and the related Trust Subordinate Companion Loan Securitization Transaction is not subject to any other\napplicable credit risk retention requirements under the Dodd Frank Act) or, based on a written opinion of counsel reasonably acceptable\nto the Depositor and the related Loan-Specific Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable\nto the related Trust Subordinate Companion Loan Securitization Transaction. **For the avoidance of doubt, no Trust Subordinate Companion\nLoans will be included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references\nto “Loan-Specific HRR Interest Transfer Restriction Period” shall be disregarded.**\n\n“Loan-Specific Initial\nPurchaser”: Any broker-dealer that has entered into a certificate purchase agreement or equivalent agreement with the Depositor\nto purchase Loan-Specific Certificates for offering and resale in transactions exempt from the registration requirements of the Securities\nAct. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates\nshall be issued under this Agreement. Accordingly, all references to “Loan-Specific Initial Purchaser” and “Loan-Specific\nInitial Purchasers” shall be disregarded.**\n\n“Loan-Specific Interest-Only\nCertificates”: Loan-Specific Certificates that do not have a Certificate Balance and entitle Holders to distributions of interest\n(exclusive of Excess Interest) accrued on a notional amount. **For the avoidance of doubt, no Trust Subordinate Companion Loans will\nbe included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific\nInterest-Only Certificate” and “Loan-Specific Interest-Only Certificates” in this Agreement shall be disregarded.**\n\n“Loan-Specific Offering\nCircular”: Any offering document comparable to the Offering Circular to be used for the offering and sale of Loan-Specific Certificates\nin transactions exempt from the registration requirements of the Securities Act. **For the avoidance of doubt, no Trust Subordinate Companion\nLoans will be included in the Trust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references\nto “Loan-Specific Offering Circular” and “Loan-Specific Offering Circulars” shall be disregarded.**\n\n“Loan-Specific Operating\nAdvisor Consultation Trigger Event”: With respect to any Trust Subordinate Companion Whole Loan and the related Loan-Specific\nCertificates and any related Uncertificated Interest, any event that gives rise to consultation rights on the part of the Operating Advisor\nspecifically with respect to the related Trust Subordinate Companion Whole Loan but not any other Mortgage Loan or Whole Loan. **For\nthe avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall\nbe issued under this Agreement. Accordingly, all references to “Loan-Specific Operating Advisor Consultation Trigger Event”\nshall be disregarded.**\n\n“Loan Specific Principal\nBalance Certificates”: With respect to any Trust Subordinate Companion Loan, any related Loan-Specific Certificates with a Certificate\nBalance.\n\n - 84 - \n\n \n\n**For the avoidance of doubt, no Trust Subordinate\nCompanion Loans will be included in the Trust Fund. Accordingly, no Loan-Specific Certificates (including Loan-Specific Principal Balance\nCertificates) shall be issued under this Agreement and all references to “Loan-Specific Principal Balance Certificate” and\n“Loan-Specific Principal Balance Certificates” in this Agreement shall be disregarded.**\n\n“Loan-Specific Retaining\nSponsor”: With respect to any Trust Subordinate Companion Loan Securitization Transaction, the applicable “retaining sponsor”\n(as defined in Rule 2 of Regulation RR) for such “securitization transaction” (as defined in Rule 2 of Regulation RR). **For\nthe avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall\nbe issued under this Agreement. Accordingly, all references to “Loan-Specific Retaining Sponsor” shall be disregarded.**\n\n“Loan-Specific Scheduled\nPrincipal Distribution Amount”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates\nand any related Loan-Specific Uncertificated Interest for any Distribution Date, the aggregate of the principal portions of (a) all Monthly\nPayments (which do not include Balloon Payments) with respect to such Trust Subordinate Companion Loan (including any successor REO Companion\nLoan with respect thereto), due or deemed due during or, if and to the extent not previously received or advanced and distributed to the\nrelated Loan-Specific Certificateholders and/or Loan-Specific Uncertificated Interest Owner on a preceding Distribution Date, prior to\nthe related Collection Period, in each case (i) to the extent paid by the related Mortgagor as of the related Determination Date or (ii)\nadvanced by the Master Servicer or the Back-Up Advancing Agent, as applicable, in respect of such Distribution Date, and (b) all Balloon\nPayments allocable to such Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) to the extent\nreceived during the related Collection Period, and to the extent not included in clause (a) above for the subject Distribution Date\nand not previously received or advanced and distributable to the related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated\nInterest Owner on a preceding Distribution Date. The Loan-Specific Scheduled Principal Distribution Amount from time to time will include\nall late payments of principal made by a Mortgagor with respect to the related Trust Subordinate Companion Loan, including late payments\nin respect of a delinquent Balloon Payment, received during the periods or by the times described above in this definition, except to\nthe extent those late payments are otherwise available to reimburse the Master Servicer or the Back-Up Advancing Agent, as the case may\nbe, for prior P&I Advances. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund\nand no Loan-Specific Certificates or Loan-Specific Uncertificated Interests shall be issued under this Agreement. Accordingly, all references\nto “Loan-Specific Scheduled Principal Distribution Amount” shall be disregarded.**\n\n“Loan-Specific Third\nParty Purchaser”: Any “third-party purchaser” or “subsequent third-party purchaser” (each within the\nmeaning of Rule 7 of Regulation RR) that is the holder of risk retention in the form of an “eligible horizontal residual interest”\nin accordance with Rule 7 of Regulation RR as part of an EHRI Trust Subordinate Companion Loan Securitization. **For the avoidance of\ndoubt, no Trust Subordinate Companion Loans will be part of an EHRI Trust Subordinate Companion Loan Securitization. Accordingly, all\nreferences to “Loan-Specific Third Party Purchaser” shall be disregarded.**\n\n - 85 - \n\n \n\n“Loan-Specific Uncertificated\nInterest”: With respect to any Trust Subordinate Companion Loan, any uncertificated Loan-Specific VRR Interest issued under\nthis Agreement constituting an interest in such Trust Subordinate Companion Loan and any payments and collections thereon. **For the\navoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund. Accordingly, no Loan-Specific Uncertificated\nInterests shall be issued under this Agreement and all references to “Loan-Specific Uncertificated Interest” and “Loan-Specific\nUncertificated Interests” in this Agreement shall be disregarded.**\n\n“Loan-Specific Uncertificated\nInterest Owner”: The owner of a Loan-Specific Uncertificated Interest from time to time. **For the avoidance of doubt, no Loan-Specific\nUncertificated Interests will be issued under this Agreement. Accordingly, there will be no Loan-Specific Uncertificated Interest Owners\nand all references to “Loan-Specific Uncertificated Interest Owner” and “Loan-Specific Uncertificated Interest Owners”\nin this Agreement shall be disregarded.**\n\n“Loan-Specific Unscheduled\nPrincipal Distribution Amount”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates\nand any related Loan-Specific Uncertificated Interest for any Distribution Date, the aggregate of: (a) all prepayments of principal received\non such Trust Subordinate Companion Loan during the related Collection Period; and (b) any other collections (exclusive of payments by\nthe related Mortgagor) received on such Trust Subordinate Companion Loan and, to the extent allocable to such Trust Subordinate Companion\nLoan, any related REO Property during the related Collection Period whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation\nProceeds, net income, rents, and profits from any related REO Property or otherwise, that were identified and applied by the Master Servicer\nor Special Servicer, as applicable, as recoveries of previously unadvanced principal of such Trust Subordinate Companion Loan. **For\nthe avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates or Loan-Specific\nUncertificated Interests shall be issued under this Agreement. Accordingly, all references to “Loan-Specific Unscheduled Principal\nDistribution Amount” shall be disregarded.**\n\n“Loan-Specific Voting\nRights”: With respect to the Loan-Specific Certificates relating to any particular Trust Subordinate Companion Loan, the portion\nof the voting rights of all of such Loan-Specific Certificates in the aggregate that is allocated to any such Loan-Specific Certificate\nor Class of such Loan-Specific Certificates. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the\nTrust Fund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific\nVoting Rights” shall be disregarded.**\n\n“Loan-Specific VRR\nInterest”: With respect to any Trust Subordinate Companion Loan Securitization Transaction, any Uncertificated Interest and/or\nClass or, collectively, Classes of related Loan-Specific Certificates that constitute an “eligible vertical interest” (within\nthe meaning of Rule 2 of Regulation RR). **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust\nFund and no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific VRR Interest”\nshall be disregarded.**\n\n - 86 - \n\n \n\n“Loan-Specific VRR\nInterest Transfer Restriction Period”: With respect to any Loan-Specific VRR Interest, the period from the Closing Date to the\nearliest of: (i) the date that is latest of (A) the date on which the total unpaid principal balance of the related Trust Subordinate\nCompanion Loan has been reduced to 33% of the Cut Off Date Balance of such Trust Subordinate Companion Loan, (B) the date on which the\naggregate outstanding principal balance of the related Loan-Specific Certificates and any related Uncertificated Interest has been reduced\nto 33% of the aggregate outstanding principal balance of such Loan-Specific Certificates and any such Uncertificated Interest as of the\nClosing Date, and (C) two (2) years after the Closing Date; and (ii) the date on which Regulation RR has been officially repealed (and\nthe related Trust Subordinate Companion Loan Securitization Transaction is not subject to any other applicable credit risk retention requirements\nunder the Dodd Frank Act) or, based on a written opinion of counsel reasonably acceptable to the Depositor and the related Loan-Specific\nRetaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable to the related Trust Subordinate Companion\nLoan Securitization Transaction. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund\nand no Loan-Specific Certificates shall be issued under this Agreement. Accordingly, all references to “Loan-Specific VRR Interest\nTransfer Restriction Period” shall be disregarded.**\n\n“Loan-to-Value\nRatio”: With respect to any Mortgage Loan or Serviced Whole Loan, as of any date of determination, the fraction, expressed as\na percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Serviced Whole Loan, as applicable,\nand the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.\n\n“Lock-Box Account”:\nWith respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan or Serviced\nWhole Loan to receive rental or other income generated by the Mortgaged Property. Any Lock-Box Account shall be beneficially owned\nfor federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the\nterms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person\nshall be taxed on all reinvestment income or gain thereon.\n\n“Lock-Box Agreement”:\nWith respect to any Mortgage Loan or Serviced Whole Loan, the lock-box or other similar agreement, if any, between the related originator(s)\nand the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.\n\n“Loss of Value Payment”:\nAs defined in Section 2.03(a) 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 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not\npart of the Grantor Trust or any Trust REMIC.\n\n“Lower-Tier\nPrincipal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.\nAs of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier\nPrincipal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the\n\n - 87 - \n\n \n\nLower-Tier Principal Balance of each Lower-Tier\nRegular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of such Lower-Tier\nRegular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement, and shall be further permanently reduced\non such Distribution Date by all applicable Realized Losses deemed to have been allocated thereto on such Distribution Date pursuant to\nSection 4.01(f) of this Agreement, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular\nInterest shall equal the Certificate Balance of the Corresponding Certificates. The Lower-Tier Principal Balance of any Lower-Tier\nRegular Interest may be increased on a particular Distribution Date as and to the extent contemplated by Section 4.01(g) of\nthis Agreement.\n\n“Lower-Tier\nRegular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),\nin the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-S, Class LB, Class LC,\nClass LD, Class LE-RR, Class LF-RR, Class LG-RR, Class LJ-RR Lower Tier Regular Interests and, if issued, the Class LVRR and LUVRR Lower-Tier\nRegular Interests.\n\n“Lower-Tier\nREMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other than Excess\nInterest and the assets held by the Loan REMIC), any Loan REMIC Regular Interest, any related REO Property (or a beneficial interest in\nthe applicable portion of the “REO Property” under the applicable Outside Servicing Agreement related to any Outside Serviced\nMortgage Loan) acquired in respect thereof and all proceeds of such REO Property allocable to the related Mortgage Loan (other than any\nsuch assets held by the Loan REMIC), other property of the Trust Fund related thereto and amounts (other than Excess Interest and any\ninterest or other income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced Whole Loan\nCustodial Account, the Interest Reserve Account and the related REO Account, and amounts held from time to time in the Lower-Tier\nREMIC Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding the beneficial interest of any\nCompanion Loan Holder in an REO Property and any amounts allocable to the Companion Loans and any interest or other income earned on such\namounts allocable to the Companion Loans. Any Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder will be\npart of the Trust Fund but not part of the Grantor Trust or any Trust REMIC.\n\n“Lower-Tier\nREMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account\nwithin the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)\nof this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled\n“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company, National\nAssociation, as Trustee, for the benefit of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C15, and the Uncertificated Interest Owners, Lower-Tier REMIC Distribution Account” and which\nmust be an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.\n\n - 88 - \n\n \n\n“Lower-Tier\nResidual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),\nin the Lower-Tier REMIC and evidenced by the Class R Certificates.\n\n“MAI”:\nMember of the Appraisal Institute.\n\n“Major Decision”:\nCollectively:\n\n(a)       any\nproposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties\nsecuring such of the Serviced Loans as come into and continue in default;\n\n(b)       any\nmodification, consent to a modification or waiver of any monetary term (including, without limitation, reserve amounts and cash flow triggers,\nbut excluding Penalty Charges which the Master Servicer or the Special Servicer, as applicable, is permitted to waive pursuant to this\nAgreement) or material non-monetary term (including, without limitation, a modification with respect to the timing of payments and\nacceptance of discounted payoffs but excluding waiver of Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or\nAnticipated Repayment Date, as applicable, of any Serviced Loan;\n\n(c)       any\nsale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and any related Serviced Companion Loan) or REO Property (other than\nin connection with the termination of the Trust Fund) for less than the applicable Purchase Price;\n\n(d)       any\ndetermination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials\nlocated at an REO Property or any approval of a Mortgagor’s determination to bring a Mortgaged Property into compliance with applicable\nenvironmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property, to the extent the lender is required to\nconsent to, or approve, any such determination by the Mortgagor under the related Loan Documents;\n\n(e)       any\nrelease of collateral or any acceptance of substitute or additional collateral for a Serviced Loan, or any consent to either of the foregoing,\nunless such action is otherwise required pursuant to the specific terms of the related Serviced Loan and there is no lender discretion;\n\n(f)       any\nwaiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Loan or, if\nlender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor\n(including any interests in any applicable mezzanine borrower) or consent to the incurrence of additional debt by a Mortgagor or mezzanine\ndebt by a direct or indirect parent of a Mortgagor, other than any such transfer or incurrence of debt as may be effected pursuant to\nthe terms of the related loan agreement and without the consent of the lender under the related loan agreement and for which there is\nno lender discretion (for the avoidance of doubt, the determination of whether conditions precedent to the right to incur additional debt\nor additional mezzanine debt will not be a matter of lender discretion) ;\n\n - 89 - \n\n \n\n(g)       any\napproval of property management company changes or franchise changes, in each case to the extent the lender is required to consent to,\nor approve, such changes under the related Loan Documents, provided that with respect to property management company changes (i) the\nServiced Loan has an outstanding principal balance greater than $10,000,000, or (ii) the successor property manager is affiliated\nwith the related Mortgagor;\n\n(h)       any\nacceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing a\nMortgagor or guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced Loan and for which\nthere is no lender discretion;\n\n(i)       any\nacceleration of a Serviced Loan or the exercise of any other remedy following a default or an event of default with respect to a Serviced\nLoan, any initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor\nor Mortgaged Property;\n\n(j)       the\ndetermination of the Special Servicer pursuant to clause (b) or clause (g) of the definition of “Specially Serviced\nLoan”;\n\n(k)       any\nmodification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement (other than with respect\nto amendments to split or re-size notes consistent with the terms of the subject Co-Lender Agreement and as to which the consent of the\nTrust is not required), in each case entered into with any mezzanine lender or Companion Loan Holder or subordinate debt holder related\nto a Serviced Loan, or an action to enforce rights with respect thereto and in each case, in a manner that materially and adversely affects\nthe Holders of the Control Eligible Certificates or the applicable Loan-Specific Control Eligible Certificates, except that, if any such\nmodification or amendment would adversely impact the Master Servicer, such modification or amendment will additionally require the consent\nof the Master Servicer as a condition to its effectiveness;\n\n(l)       any\ndetermination of an Acceptable Insurance Default;\n\n(m)       approval\nof any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements\nwhich in no event relieve any Mortgagor of the obligation to provide financial statements on at least a quarterly basis) following three\nconsecutive late deliveries of financial statements;\n\n(n)       in\nthe case of any Specially Serviced Loan, any approval of or consent to a grant of an easement or right of way that materially affects\nthe use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect to such Specially Serviced Loan;\n\n(o)       agreeing\nto any modification, waiver, consent or amendment of the related Serviced Loan in connection with a defeasance if such proposed modification,\nwaiver, consent or amendment is with respect to (i) a waiver of a mortgage loan event of default (but excluding non-monetary events of\ndefault other than defaults relating to transfers of\n\n - 90 - \n\n \n\ninterest in the Mortgagor or the existing\ncollateral or material modifications of the existing collateral) that would permit the defeasance of the subject Serviced Loan, (ii) a\nmodification of the type of defeasance collateral required under the related Loan Documents such that defeasance collateral other than\ndirect, non-callable obligations of the United States would be permitted or (iii) a modification that would permit a principal prepayment\ninstead of defeasance if the applicable Loan Documents do not otherwise permit such principal prepayment; and\n\n(p)       determining\nwhether to permit any Ground Lease modification, amendment or subordination, non-disturbance and attornment agreement or entry into a\nnew Ground Lease other than pursuant to the specific terms of the Serviced Loan and for which there is no lender discretion;\n\nprovided, for the avoidance of doubt,\nthat any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer that is set forth above as a Major\nDecision shall constitute a Major Decision regardless of the fact that such action is being taken in connection with a defeasance; and,\nprovided, further, that, in the case of a Serviced Outside Controlled Whole Loan, “Major Decision” shall have\nthe meaning as such term or any analogous term is assigned in the related Co-Lender Agreement. For the avoidance of doubt, the Controlling\nClass Representative shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage\nLoan.\n\n“Major Decision\nReporting Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer describing in\nreasonable detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended,\nand (iii) information regarding any direct or indirect conflict of interest in the subject action, and (b) all information in the Special\nServicer's possession that is reasonably requested by the party receiving such Major Decision Reporting Package in order for such party\nto exercise any consultation or consent rights available to such party under this Agreement. For the avoidance of doubt, the Special Servicer\nmay provide the information described in clauses (a)(i) and (a)(ii) above in the form of an Asset Status Report.\n\n“Majority-Owned\nAffiliate”: A “majority-owned affiliate” as defined under Regulation RR.\n\n“Manager”:\nWith respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.\n\n“Master Servicer”:\nMidland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest, or\nany successor Master Servicer appointed as herein provided.\n\n“Master Servicer\nDecision” means, with respect to a Serviced Mortgage Loan or a Serviced Whole Loan that is not a Specially Serviced Loan:\n\n(a)       any\ndecision or Mortgagor request with respect to:\n\n(i)defeasances,\n\n - 91 - \n\n \n\n(ii)collections, record keeping, reporting, payment processing and Companion Loan paying agent functions,\n\n(iii)inspections of Mortgaged Properties,\n\n(iv)property insurance and tax matters,\n\n(v)subjecting the related Mortgaged Property to an easement, right of way or similar agreement for utilities,\naccess, parking, public improvements, or another purpose that, in each case, does not materially affect the use or value of the Mortgaged\nProperty or the Mortgagor’s ability to make payments with respect to the related Mortgage Loan (including a consent to subordination\nof the related Serviced Loan to such easement, right of way or similar agreement),\n\n(vi)Advances (including nonrecoverability determinations), and\n\n(vii)any note-splitting amendment to a Co-Lender Agreement, and\n\n(b)       any\ndecision the Master Servicer is to make under this Agreement with respect to:\n\n(i)notices of a material default, Material Defect, or Repurchase Request,\n\n(ii)general servicing of the Serviced Loans or Serviced Whole Loans other than:\n\n1.any Mortgagor request not specified in the immediately preceding clause (a) including approving any requests\nfor the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit (including the funding or disbursement\nof any such amounts with respect to any of the Specified Mortgage Loans), unless such request relates to (a) customary tax and insurance\nreleases, (b) any other routine and/or customary escrow and reserve fundings or disbursements of amounts less than $225,000, or (c) any\nrequest for a funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer;\n\n2.approving leases, lease modifications or amendments or any requests for subordination, non-disturbance\nand attornment agreements or other similar agreements for (i) all ground leases, including any determination whether to cure any Mortgagor\ndefaults relating to any ground lease, and (ii) all other leases in excess of the lesser (individually or in the aggregate based on all\nleases with the same tenant at the applicable Mortgaged Property) of (y) 30,000 square feet and (z) 30% of the net rentable area at the\nrelated Mortgaged Property so long as it is reviewable by the lender under the related Loan documents;\n\n - 92 - \n\n \n\n3.a decision to modify or take action (or to refrain from taking action) under any provisions regarding\ncash trap and lease sweep triggers, removal of a property manager or allocation of casualty or condemnation proceeds;\n\n4.the calculation of the loan-to-value ratio in connection with any principal prepayment or property release\nor substitution;\n\n5.unless required by the related Loan Documents, a decision to modify any covenant setting reserve level\nrequirements or a decision that a Mortgagor has failed to increase reserve requirements as required by the related Loan Documents;\n\n6.any approval of any casualty insurance settlements (unless such casualty insurance settlements are less\nthan the threshold specified in the related Loan Documents and there is no lender discretion provided for in the related Loan Documents,\nincluding determining whether any conditions precedent have been satisfied) or condemnation settlements (unless such condemnation settlements\nare immaterial and there is no lender discretion provided for in the related Loan Documents, including determining whether any conditions\nprecedent have been satisfied), and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather\nthan to the restoration of the Mortgaged Property; or\n\n7.any decision or Mortgagor request related to approving annual budgets or operating statements for the\nrelated Mortgaged Property,\n\n(iii)investment of funds held in accounts held by the Master Servicer,\n\n(iv)the Master Servicer’s compensation, including waivers of compensation due the Master Servicer,\n\n(v)administration of the Master Servicer’s website,\n\n(vi)whether a Servicing Transfer Event has occurred with respect to such Serviced Mortgage Loan or Serviced\nWhole Loan,\n\n(vii)consulting with Companion Loan Holders,\n\n(viii)Sub-Servicing Agreements pursuant to Section 3.01(c), and\n\n(ix) Litigation\nControl pursuant to Section 3.33.\n\n“Master Servicer\nRemittance Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.\n\n - 93 - \n\n \n\n“Master Servicer\nServicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the duties\nof the Master Servicer under this Agreement.\n\n“Material Breach”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Material Defect”:\nWith respect to any Trust Loan, a Material Breach or a Material Document Defect, as the case may be, with respect to such Trust Loan.\n\n“Material Document\nDefect”: As defined in Section 2.03(a) of this Agreement.\n\n“Maturity Date”:\nWith respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Serviced Companion\nLoan, the Maturity Date for the related Mortgage Loan.\n\n“Mediation Rules”:\nAs defined in Section 2.03(h)(i) of this Agreement.\n\n“Mediation Services\nProvider”: As defined in Section 2.03(h)(i) of this Agreement.\n\n“Modification Fees”:\nWith respect to any Serviced Loan, any and all fees collected from the related Mortgagor with respect to a modification, extension, waiver\nor amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the\nMaster Servicer or the Special Servicer, other than (a) any loan service transaction fees, Assumption Fees, Consent Fees or assumption\napplication fees and (b) any fee in connection with a defeasance of such Serviced Loan.\n\n“Modified Asset”:\nAny Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer pursuant to\nSection 3.24 of this Agreement in a manner that:\n\n(a)       affects\nthe amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments current\nwith respect to such Serviced Loan);\n\n(b)       except\nas expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage on any material portion\nof the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute real property\ncollateral with a fair market value (as is), that is not less than the fair market value (as is) of the property to be released, as determined\nby an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor and upon which the Special Servicer may conclusively\nrely); or\n\n(c)       in\nthe reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Serviced Loan or materially\nreduces the likelihood of timely payment of amounts due thereon.\n\n“Monthly Payment”:\nWith respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Companion Loan),\nand any Due\n\n - 94 - \n\n \n\nDate, the scheduled monthly payment of principal\n(if any) and interest at the related Mortgage Rate, which is payable by the related Mortgagor on such Due Date under the related Note\nor Notes, exclusive of any Balloon Payment. The Monthly Payment with respect to any Due Date for (i) an REO Mortgage Loan or REO\nCompanion Loan or (ii) any Mortgage Loan or Serviced Companion Loan that is delinquent at its respective Maturity Date and with respect\nto which the Special Servicer has not entered into an extension, shall be the monthly payment that would otherwise have been payable on\nsuch Due Date had the related Note not been discharged or the related Maturity Date had not been reached, as the case may be, determined\nas set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due. The Monthly\nPayment for any Serviced Whole Loan is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan(s).\n\n“Moody’s”:\nMoody’s Investors Service, Inc. or 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 nationally recognized statistical rating agency 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 and the Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent\nratings (as reasonably determined by the Depositor) of the party so designated\n\n“Morningstar DBRS”:\nDBRS, Inc. or its successors in interest. If neither DBRS, Inc., nor any successor remains in existence, “Morningstar DBRS”\nshall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated\nby the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer and specific ratings of Morningstar DBRS herein referenced shall be deemed to refer to the equivalent ratings (as reasonably\ndetermined by the Depositor) of the party so designated.\n\n“Mortgage”:\nThe mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property\nsecuring the Note(s) evidencing a Mortgage Loan or Whole Loan.\n\n“Mortgage File”:\nWith respect to any Mortgage Loan or the related Serviced Whole Loan, subject to Section 2.01(b), collectively the following\ndocuments:\n\n(1)       (A)\nthe original executed Note for such Mortgage Loan (and, in the case of a Mortgage Loan that is a part of a Trust Subordinate Companion\nWhole Loan, the original executed Mortgage Note for the related Trust Subordinate Companion Loan), endorsed on its face or by allonge\nthereto (without recourse, representation or warranty, express or implied) to the order of “Computershare Trust Company, National\nAssociation, as Trustee, on behalf of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-5C15 and the Uncertificated Interest Owners” or in blank, and further showing a complete, unbroken chain of endorsement\nfrom the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note\nhas been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced\nWhole\n\n - 95 - \n\n \n\nLoan, a copy of the executed Note for\neach related Serviced Companion Loan held outside the Trust;\n\n(2)       an\noriginal or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless\nthe particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified\nby the applicable recorder’s office;\n\n(3)       an\noriginal or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals\nor copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable\nrecording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;\n\n(4)       an\noriginal executed assignment, in recordable form (except for missing recording information not yet available if the instrument being assigned\nhas not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if\nsuch item is a document separate from the Mortgage), in favor of “Computershare Trust Company, National Association, as Trustee,\non behalf of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15\nand the Uncertificated Interest Owners; and [**IF THE SUBJECT MORTGAGE LOAN IS PART OF A WHOLE LOAN:** the holder of the related Serviced\nCompanion Loan, as their interests may appear]” or in blank, or a copy of such assignment if the related Mortgage Loan Seller or\nits designee, rather than the Trustee, is responsible for recording such assignment; provided, however, that with respect\nto a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift\nDate, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;\n\n(5)       the\noriginal assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Whole Loan, if applicable), in\nfavor of “Computershare Trust Company, National Association, as Trustee, on behalf of the registered Holders of BMO 2026-5C15 Mortgage\nTrust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15 and the Uncertificated Interest Owners; and [**IF THE\nSUBJECT MORTGAGE LOAN IS PART OF A WHOLE LOAN:** the holder of the related Serviced Companion Loan, as their interests may appear]”;\nprovided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank\nuntil the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced\nMortgage Loan, and (C) 180 days after the Closing Date;\n\n(6)       originals\nor copies of final written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan\n(or, if applicable, any Note of a Serviced Whole Loan) or the related Mortgage have been modified, in each case (unless the particular\nitem has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being\nmodified is a recordable document;\n\n - 96 - \n\n \n\n(7)       the\noriginal or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the\nrelated Serviced Whole Loan, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which\nmay be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the title\ninsurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title\ninsurer) to issue such title insurance policy;\n\n(8)       an\noriginal or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any,\nand any ground lessor estoppel;\n\n(9)       an\noriginal or copy of the related Loan Agreement, if any;\n\n(10)     an\noriginal of any guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;\n\n(11)     an\noriginal or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan,\nif any;\n\n(12)     an\noriginal or copy of the environmental indemnity from the related Mortgagor, if any;\n\n(13)     an\noriginal or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate\nfrom the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;\n\n(14)     an\noriginal assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included\nin the assignment described in clause (5)), in favor of “Computershare Trust Company, National Association, as Trustee, on\nbehalf of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15\nand the Uncertificated Interest Owners; and [**IF THE SUBJECT MORTGAGE LOAN IS PART OF A WHOLE LOAN:** the holder of the related Serviced\nCompanion Loan, as their interests may appear]”; provided, however, that with respect to a Servicing Shift Mortgage\nLoan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift\nMortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;\n\n(15)     any\nfiled copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage\nLoan (or the related Serviced Whole Loan, if applicable) or in favor of any assignee prior to the Trustee, and an original UCC-3 assignment\nthereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof, certified to be the copy of such assignment\nsubmitted or to be submitted for filing);\n\n - 97 - \n\n \n\n(16)     in\nthe case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the original or a\ncopy of the related intercreditor agreement;\n\n(17)     an\noriginal or copy of any related environmental insurance policy;\n\n(18)     a\ncopy of any letter of credit relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof (with\nthe original to be delivered to the Master Servicer);\n\n(19)     copies\nof any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together\nwith (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of such comfort\nletter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort\nletter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter (the copy\nof such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in the Mortgage File within the time\nperiod set forth in the penultimate paragraph of Section 2.01(b)), with the original of any replacement comfort letter to be included\nin the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel letters relating to such Mortgage Loan or the related\nServiced Whole Loan and any related assignment thereof; and\n\n(20)     in\nthe case of a Whole Loan, an original or a copy of the related Co-Lender Agreement;\n\nprovided that, whenever the term “Mortgage\nFile” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed thereby, such term\nshall not be deemed to include such documents and instruments required to be included therein unless they are actually so received. For\nthe avoidance of doubt, references to the Mortgage File for any Trust Subordinate Companion Loan shall refer to the Mortgage File for\nthe related Mortgage Loan, and shall include the Mortgage Note(s) evidencing such Trust Subordinate Companion Loan.\n\n“Mortgage Loan”:\nEach of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in\nthe Trust Fund (other than any Trust Subordinate Companion Loan(s)), the mortgage loan(s) originally so transferred, assigned and held\nbeing identified on the Mortgage Loan Schedule as of the Cut-Off Date. Such term shall include any Specially Serviced Mortgage Loan,\nREO Mortgage Loan or defeased Mortgage Loan and each Outside Serviced Mortgage Loan (but not the Companion Loans). For the avoidance of\ndoubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust. Notwithstanding\nanything to the contrary in this Agreement, with respect to each Co-sponsored Mortgage Loan (which consists of two or more separate Notes\ncontributed to the Trust by the related Applicable Co-sponsors), the term “Mortgage Loan” shall mean the entire such Co-sponsored\nMortgage Loan, except that for the purposes of determining any rights or obligations of any related Applicable Co-sponsor with respect\nto such Co-sponsored Mortgage Loan under this Agreement or such Applicable Co-sponsor’s Mortgage Loan Purchase Agreement, except\nas otherwise provided in Section 11.02(b), the term “Mortgage Loan” shall refer to the portion of\n\n - 98 - \n\n \n\nsuch Co-sponsored Mortgage Loan evidenced by\nthe related Note(s) contributed to the Trust by such Applicable Co-sponsor and such promissory note(s) shall be treated like a separate\nMortgage Loan.\n\n“Mortgage Loan Purchase\nAgreement”: The 3650 Capital Mortgage Loan Purchase Agreement, the BMO Mortgage Loan Purchase Agreement, the BSPRT Mortgage\nLoan Purchase Agreement, the GSMC Mortgage Loan Purchase Agreement, the LCF Mortgage Loan Purchase Agreement, the SGFC Mortgage Loan Purchase\nAgreement, the UBS AG Mortgage Loan Purchase Agreement, the WFB Mortgage Loan Purchase Agreement or the ZBNA Mortgage Loan Purchase Agreement,\nas applicable.\n\n“Mortgage Loan Schedule”:\nThe list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as Exhibit B, which list\nshall set forth the following information with respect to each Mortgage Loan:\n\n(i)                              the\nLoan Number;\n\n(ii)                           the\nstreet address (including city, state and zip code) and name of the related Mortgaged Property;\n\n(iii)                        the\nCut-Off Date Balance;\n\n(iv)                       the\noriginal Mortgage Rate;\n\n(v)                          the\n(A) remaining term to maturity/ARD and (B) Maturity Date/ARD;\n\n(vi)                       in\nthe case of a Balloon Loan, the remaining amortization term;\n\n(vii)                    the\nServicing Fee Rate (which may be presented as consisting of the following separate components: “Master Servicing Fee Rate”,\n“Primary Servicing Fee Rate”, “Subservicing Fee Rate” and “Outside Servicing Fee Rate”) (separately\nidentifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee Rate);\n\n(viii)                 the\nMortgage Loan Seller(s);\n\n(ix)                         whether\nthe Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;\n\n(x)                            whether\nthe Mortgage Loan is an ARD Mortgage Loan;\n\n(xi)                         the\nARD Mortgage Loan final Maturity Date, if applicable;\n\n(xii)                      the\nRevised Rate, if applicable;\n\n(xiii)                   whether\nsuch Mortgage Loan is part of a Serviced Whole Loan, in which case the information required by clauses (iii), (iv), (v), (vi) and\n(vii) above shall also be set forth for the Serviced Companion Loan in the related Serviced Whole Loan; and:\n\n - 99 - \n\n \n\n(xiv)       whether\nthe related Mortgaged Property is in a flood zone and, if applicable, the flood zone code thereof.\n\n“Mortgage Loan Seller”:\nEach of 3650 Capital, BMO, BSPRT, GSMC, LCF, SGFC, UBS AG, WFB, ZBNA and their respective successors in interest.\n\n“Mortgage Loan Seller\nSub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on\nExhibit S to this Agreement, or any successor thereto.\n\n“Mortgage Pool”:\nAll of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include the Companion Loans or\nany related REO Companion Loans.\n\n“Mortgage Rate”:\nWith respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Companion Loan), the *per\nannum* rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed to accrue) on such\nMortgage Loan or Serviced Companion Loan, as the case may be (which, in the case of the Mountain Industrial Portfolio Mortgage Loan or\nany related Companion Loan, is the weighted average of the interest rates of the respective components of such Mortgage Loan or Companion\nLoan), as stated in the related Note or Co-Lender Agreement, in each case without giving effect to the Default Rate, any Excess Interest\nor any Revised Rate with respect to such Mortgage Loan or Serviced Companion Loan, as the case may be.\n\n“Mortgaged Property”:\nThe underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property (including with respect\nto an Outside Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and any related\nCompanion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in a portion of the property\nand a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together with any personal property,\nfixtures, leases and other property or rights pertaining thereto.\n\n“Mortgagor”:\nThe obligor or obligors on a Note evidencing a Trust Loan and any related Note(s) in favor of any related Companion Loan Holder(s), including,\nwithout limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under\nsuch Note evidencing a Trust Loan and any such Note(s) in favor of any related Companion Loan Holder(s).\n\n“Mortgagor Accounts”:\nAs defined in Section 3.07(a) of this Agreement.\n\n“MTN 2026-LPFX TSA”:\nThe Trust and Servicing Agreement, dated as of May 13, 2026, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Midland\nLoan Services, a Division of PNC Bank, National Association, as servicer, BSP Special Servicer, LLC, as special servicer, Computershare\nTrust Company, National Association, as trustee and as certificate administrator, and Park Bridge Lender Services LLC as operating advisor,\nas the same may be amended from time to time in accordance with the terms thereof, pursuant to which the\n\n - 100 - \n\n \n\nMTN Commercial Mortgage Trust 2026-LPFX, Commercial\nMortgage Pass-Through Certificates, Series 2026-LPFX were issued.\n\n“Net Condemnation\nProceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO\nMortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts\nrequired to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside\nServiced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds\nthat are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the\nrelated Co-Lender Agreement.\n\n“Net Insurance Proceeds”:\nInsurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released\nto the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage\nFile or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs, expenses,\npenalties, fines or similar items; provided that, in the case of an Outside Serviced Mortgage Loan, “Net Insurance Proceeds”\nunder this Agreement shall be limited to any related Insurance Proceeds that are received by the Trust Fund in connection with such Outside\nServiced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.\n\n“Net Liquidation\nProceeds”: The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced Whole Loan (including\nan REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.\n\n“Net Mortgage Rate”:\nWith respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan\n(including any successor REO Companion Loan with respect thereto), the *per annum* rate equal to the related Mortgage Rate minus\nthe related Administrative Cost Rate.\n\n“Net Mortgage Pass-Through\nRate”: (a) With respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate\nCompanion Loan (including any successor REO Companion Loan with respect thereto) that accrues interest on a 30/360 Basis, for any Distribution\nDate, the Net Mortgage Rate in effect for such Mortgage Loan or Trust Subordinate Companion Loan during the one month accrual period applicable\nto the Due Date for such Mortgage Loan or Trust Subordinate Companion Loan that occurs in the same month as that Distribution Date; and\n(b) with respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion\nLoan (including any successor REO Companion Loan with respect thereto) that accrues interest on an Actual/360 Basis, for any Distribution\nDate, the annualized rate at which interest would have to accrue in respect of such Mortgage Loan or Trust Subordinate Companion Loan\non a 30/360 Basis in order to produce the aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary\nprincipal prepayment affecting same, that otherwise would have accrued) in respect of such Mortgage Loan or Trust Subordinate Companion\nLoan (adjusted to the related Net Mortgage Rate and, if applicable, exclusive of any Excess Interest)\n\n - 101 - \n\n \n\nduring the one month accrual period applicable\nto the Due Date for such Mortgage Loan or Trust Subordinate Companion Loan that occurs in the same month as that Distribution Date. However,\nwith respect to each Mortgage Loan or Trust Subordinate Companion Loan that accrues interest on an Actual/360 Basis, when determining:\n(i) the related Net Mortgage Pass-Through Rate for the Distribution Date in January (except during a leap year) or February of\nany year, beginning in 2027 (in any event unless that Distribution Date is the final Distribution Date), the “aggregate amount of\ninterest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise would have\naccrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to exclude related Withheld Amounts to be\ntransferred to the Interest Reserve Account in such month; and (ii) the related Net Mortgage Pass-Through Rate for the Distribution\nDate in March (or in February if the final Distribution Date occurs in such particular month of February) in any year, beginning in 2027,\nthe “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting\nsame, that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to include\nany related Initial Interest Deposit Amount(s) and/or Withheld Amounts to be deposited in the Lower-Tier REMIC Distribution Account\nor the related Trust Subordinate Companion Loan REMIC Distribution Account for distribution on such Distribution Date; and (iii) with\nrespect to any such Mortgage Loan or Trust Subordinate Companion Loan that does not provide for a Monthly Payment in July 2026, the related\nNet Mortgage Pass-Through Rate for the initial Distribution Date in July 2026, the “aggregate amount of interest actually accrued\n(or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise would have accrued)”, as referred\nto in clause (b) of the preceding sentence, shall be deemed to include the related Initial Month’s Interest Deposit Amount\n(adjusted to the related Net Mortgage Rate). In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan or\nTrust Subordinate Companion Loan for any Distribution Date shall be determined without regard to: (i) any modification, waiver or\namendment of the terms of such Mortgage Loan or Trust Subordinate Companion Loan, whether agreed to by the Master Servicer, the Special\nServicer, an Outside Servicer or an Outside Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving\nthe related borrower; (ii) the occurrence and continuation of a default under such Mortgage Loan or Trust Subordinate Companion Loan;\n(iii) the passage of the related maturity date or, in the case of an ARD Mortgage Loan, the related Anticipated Repayment Date; and\n(iv) the related Mortgaged Property becoming an REO Property. With respect to any Loan REMIC Held Mortgage Loan, the computations\nset forth above shall be made with respect to the related Loan REMIC Regular Interest instead of with respect to such Loan REMIC Held\nMortgage Loan.\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 CREFC®.\n\n“Net REO Proceeds”:\nWith respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds received by the Trust Fund with\nrespect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof), net of any insurance\npremiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant to Section 3.16(b)\nof this Agreement; provided that, in the case of an REO Property that relates to an Outside Serviced Mortgage Loan,\n\n - 102 - \n\n \n\n“Net REO Proceeds” under this Agreement\nshall be limited to any REO Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant\nto the allocations set forth in the related Co-Lender Agreement.\n\n“New Lease”:\nAny lease of REO Property entered into on behalf of the Trust Fund, including any lease renewed or extended on behalf of the Trust Fund,\nif the Trust Fund has the right to renegotiate the terms of such lease.\n\n“NMWHFIT”:\nA “non-mortgage widely held fixed investment trust” as that term is defined in Treasury Regulation Section 1.671-5(b)(12)\nor any successor provisions.\n\n“Non-Book Entry\nCertificates”: As defined in Section 5.02(c)(iii) of this Agreement.\n\n“Non-Conforming\nPolicy”: As defined in Section 3.08(a) of this Agreement.\n\n“Non-Exempt Person”:\nAny Person other than a Person who either (i) is a U.S. person or (ii) has provided to the Certificate Administrator for the\nrelevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable\nprovisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code\nor (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Certificate Administrator\nto make such payments free of any obligation or liability for withholding, provided that duly executed form(s) provided to the Certificate\nAdministrator pursuant to Section 5.03(o)(ii), shall be sufficient to evidence that such providing Person is not a Non-Exempt Person.\n\n“Non-Reduced\nCertificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which (a)(1)\nthe initial Certificate Balance of such Class of Certificates *minus* (2) the sum (without duplication) of (x) the aggregate payments\nof principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class of Certificates as of\nsuch date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date of determination\nand (z) any applicable Realized Losses previously allocated to such Class of Certificates as of such date of determination, is equal to\nor greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Certificates less (ii) any payments of\nprincipal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of such\ndate of determination.\n\n“Non-Reduced Loan-Specific\nCertificates”: As of any date of determination, any Class of Loan-Specific Principal Balance Certificates then outstanding for\nwhich (a) (1) the initial Certificate Balance of such Class of Loan-Specific Principal Balance Certificates minus (2) the sum (without\nduplication) of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the\nHolders of such Class of Loan-Specific Principal Balance Certificates as of such date of determination, (y) any Appraisal Reduction Amounts\nallocated to such Class of Loan-Specific Principal Balance Certificates as of the date of determination and (z) any applicable Realized\nLosses previously allocated to such class of Loan-Specific Principal Balance Certificates, is equal to or greater than (b) 25% of the\nremainder of (i)\n\n - 103 - \n\n \n\nthe initial Certificate Balance of such Class\nof Loan-Specific Principal Balance Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously\ndistributed to the Holders of such Class of Loan-Specific Principal Balance Certificates as of such date of determination. **For the\navoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund and no Loan-Specific Certificates shall be\nissued under this Agreement. Accordingly, all references to “Non-Reduced Loan-Specific Certificate” and “Non-Reduced\nLoan-Specific Certificates” in this Agreement shall be disregarded.**\n\n“Non-Specially\nServiced Loan”: A Trust Loan that is not, and is not part of, a Specially Serviced Loan.\n\n“Non-U.S. Beneficial\nOwnership Certification”: As defined in Section 5.03(f) of this Agreement.\n\n“Non-U.S. Tax\nPerson”: A person other than a U.S. Tax Person.\n\n“Non-Vertically\nRetained Available Funds”: With respect to any Distribution Date, an amount equal to the Non-Vertically Retained Percentage\nof the Aggregate Available Funds for such Distribution Date.\n\n“Non-Vertically Retained\nCertificates”: All Certificates other than, if issued, the Class VRR Certificates.\n\n“Non-Vertically\nRetained Percentage”: An amount expressed as a percentage equal to 100% less the Vertically Retained Percentage. For the avoidance\nof doubt, at all times, the sum of the Vertically Retained Percentage and the Non-Vertically Retained Percentage shall equal 100%.\n\n“Non-Vertically\nRetained Principal Balance Certificates”: All Non-Vertically Retained Certificates that are also Principal Balance Certificates.\n\n“Non-Vertically\nRetained Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class\nB, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR and Class J-RR Certificates, collectively.\n\n“Non-Vertically\nRetained Yield Maintenance Charge”: As defined in Section 4.01(d)(ii) of this Agreement.\n\n“Nonrecoverable\nAdvance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts shall\nconstitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Sections\n3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance, as applicable,\nand taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement\nAmounts, would not ultimately be recoverable from late collections or any other recovery on or in respect of the related Trust Loan or\nServiced Whole Loan or REO Property (or the Trust’s interest therein), as applicable, or (b) has determined that such Workout-Delayed\nReimbursement Amount, along with any other Workout-Delayed\n\n - 104 - \n\n \n\nReimbursement Amounts (that have not been reimbursed\nto the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion\nof future general collections on the applicable Trust Loan(s) and REO Property or Properties (or the Trust’s interest therein),\nas applicable. For the avoidance of doubt, any non-recoverability determination with respect to a Trust Subordinate Companion Loan will\nbe made based on, among other things, the subordinate nature of such Trust Subordinate Companion Loan to the related Mortgage Loan and\nthe related Pari Passu Companion Loans.\n\n“Nonrecoverable\nP&I Advance”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate\nCompanion Loan (or any successor REO Companion Loan with respect thereto), any P&I Advance previously made or proposed to be made\nin respect of such Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (or any\nsuccessor REO Companion Loan with respect thereto), as applicable, or a related REO Mortgage Loan by the Master Servicer or the Back-Up\nAdvancing Agent, which P&I Advance such party or the Special Servicer has determined pursuant to and in accordance with Section 4.06\nof this Agreement, would not or will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation\nProceeds, or any other recovery on or in respect of such Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or such\nTrust Subordinate Companion Loan (or any successor REO Companion Loan with respect thereto), as the case may be.\n\n“Nonrecoverable\nProperty Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect\nof a Serviced Mortgage Loan, Serviced Whole Loan or REO Property by the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent, which Property Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer pursuant to the\nproviso to the penultimate sentence of Section 3.20(e), the reimbursing party) or, if different, the Special Servicer has\ndetermined pursuant to and in accordance with Section 3.20 of this Agreement, would not or will not, as applicable, be ultimately\nrecoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect\nof such Serviced Mortgage Loan, Serviced Whole Loan or REO Property, as the case may be. Any Property Advance (including any Emergency\nAdvance) that is not required to be repaid by the related Mortgagor under the terms of the related Loan Documents shall be deemed to be\na Nonrecoverable Advance for purposes of the Master Servicer’s, the Special Servicer’s or the Back-Up Advancing Agent’s\nentitlement to reimbursement for such Advance. In the case of an Outside Serviced Mortgage Loan or any related REO Property, the term\n“Nonrecoverable Property Advance” shall have the meaning assigned thereto in the Outside Servicing Agreement.\n\n“Note”\nor “Mortgage Note”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note or\nother evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or Companion Loan,\nas the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.\n\n“Notice of Termination”:\nAny of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any Holder of a Class R Certificate\npursuant to Section 9.01(c).\n\n - 105 - \n\n \n\n“Notifying Party”:\nAs defined in Section 3.01(i) of this Agreement.\n\n“Notional Amount”:\nFor any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount, (b) with respect\nto the Class X-B Certificates, the Class X-B Notional Amount, and (c) with respect to the Class X-D Certificates, the Class\nX-D Notional Amount.\n\n“NRSRO”:\nA nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.\n\n“NRSRO Certification”:\nA certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information Provider substantially\nin the form attached as Exhibit M-5 hereto (which may also be provided electronically and executed by such NRSRO by means\nof a “click-through” confirmation on the Rule 17g-5 Information Provider’s Website) that states that such NRSRO has\nprovided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act\nand that such NRSRO will keep any information obtained from the Rule 17g-5 Information Provider’s Website 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 Rule 17g-5 Information Provider’s Website.\n\n“OCC”:\nThe Office of the Comptroller of the Currency, and its successors in interest.\n\n“Offering Circular”:\nThe offering circular dated June 12, 2026, relating to the Private Certificates (other than the Class VRR and Class S Certificates and\nthe Loan-Specific Certificates).\n\n“Officer’s\nCertificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case of the\nMaster Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate Administrator,\nthe Master Servicer or the Special Servicer, as the case may be.\n\n“Operating Advisor”:\nBellOak, LLC, a Delaware limited liability company, or its successor in interest, or any successor Operating Advisor appointed as herein\nprovided.\n\n“Operating Advisor\nAnnual Report”: As defined in Section 3.29(d)(ii) of this Agreement.\n\n“Operating Advisor\nConsultation Trigger Event”: With respect to all the Mortgage Loans, the event that occurs when the aggregate Certificate Balance\nof the HRR Interest (as notionally reduced by any Cumulative Appraisal Reduction Amounts then allocable to the HRR Interest in accordance\nwith Section 3.10(a) of this Agreement) is 25% or less of the initial aggregate Certificate Balance of the HRR Interest; provided\nthat an Operating Advisor Consultation Trigger Event shall at all times be deemed to exist with respect to Excluded Mortgage Loans. Solely\nwith respect to a Trust Subordinate Companion Whole Loan, a related Loan-Specific Operating Advisor Consultation Trigger Event shall be\nan additional Operating Advisor Consultation Trigger Event.\n\n - 106 - \n\n \n\n“Operating Advisor\nConsulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to $10,000 or such\nlesser amount as the related Mortgagor pays with respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), payable\npursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided, that the Operating Advisor\nConsulting Fee shall be payable only to the extent such fee is actually received from the related Mortgagor as a separately identifiable\nfee, provided, however, that to the extent (i) such Operating Advisor Consulting Fee is incurred after the outstanding Certificate\nBalance of each Class of the Control Eligible Certificates has been reduced to zero as a result of the allocation of Realized Losses to\neach such Class of Control Eligible Certificates, (ii) such Operating Advisor Consulting Fee is earned with respect to a Specially Serviced\nLoan and constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), and (iii) the Master Servicer and/or Special Servicer are unable to collect such Operating Advisor Consulting Fee from the\nrelated borrower in accordance with the fourth sentence of Section 3.29(k), such Operating Advisor Consulting Fee (other than to\nthe extent it has been waived or reduced by the Master Servicer or Special Servicer in accordance with the second succeeding proviso of\nthis definition) shall be payable to the Operating Advisor as an expense of the Trust; provided, further that the Operating\nAdvisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; and provided,\nfurther that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting\nFee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided\nthat the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor on a non-binding basis prior\nto any such waiver or reduction).\n\n“Operating Advisor\nFee”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) and any Distribution Date,\nan amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial\nDistribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated\nPrincipal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided\nthat such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment\ndue or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to,\nand not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the\nOperating Advisor Fee shall be payable from the Lower-Tier REMIC.\n\n“Operating Advisor\nFee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.001910% *per annum*with respect to each Mortgage\nLoan (or any successor REO Mortgage Loan with respect thereto).\n\n“Operating Advisor\nPersonnel”: The divisions and individuals of the Operating Advisor who are involved in the performance of the duties of the\nOperating Advisor under this Agreement.\n\n“Operating Advisor\nStandard”: As defined in Section 3.29(b) of this Agreement.\n\n - 107 - \n\n \n\n“Operating Advisor\nTermination Event”: As defined in Section 7.06(a) of this Agreement.\n\n“Opinion of Counsel”:\nA written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Asset Representations\nReviewer, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate Administrator,\nexcept that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under the REMIC Provisions\non any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition\nof “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust under the Grantor Trust\nProvisions or (d) a resignation of the Master Servicer or Special Servicer pursuant to Section 6.04, must be an opinion\nof counsel who is Independent of the Depositor, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations\nReviewer.\n\n“Opting-Out Party”:\nAs defined in Section 6.09(h) of this Agreement.\n\n“Other 17g-5\nInformation Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing\nAgreement relating to a Serviced Companion Loan.\n\n“Other Asset Representations\nReviewer”: Any party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation\nAB) under an Other Pooling and Servicing Agreement.\n\n“Other Crossed Loans”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Other Depositor”:\nWith respect to a Serviced Companion Loan or a Serviced Whole Loan, the “depositor” (within the meaning of Item 1101(e) of\nRegulation AB) of any related Other Securitization Trust.\n\n“Other Exchange\nAct Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange\nAct, the trustee, certificate administrator, master servicer, special servicer or 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 Indemnified\nParty”: As defined in Section 8.05(c) of this Agreement.\n\n“Other Operating\nAdvisor”: The applicable other “operating advisor” under an Other Pooling and Servicing Agreement relating to a\nServiced Companion Loan.\n\n - 108 - \n\n \n\n“Other Operating\nAdvisor Consultation Trigger Event”: With respect to any Regulation RR Other PSA, an “Operating Advisor Consultation Trigger\nEvent” (or analogous concept) under such related Regulation RR Other PSA.\n\n“Other Pooling and\nServicing Agreement”: With respect to a Serviced Companion Loan or the related Serviced Whole Loan, the pooling and servicing\nagreement or other comparable agreement governing the creation of any related Other Securitization Trust and the issuance of securities\nbacked by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Whole Loan\nor the related Mortgage Loan.\n\n“Other PSA Asset\nReview”: With respect to any Serviced Companion Loan, any review of representations and warranties with respect to such Serviced\nCompanion Loan conducted by any related Other Asset Representations Reviewer.\n\n“Other Securitization\nTrust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Serviced Companion\nLoan or successor REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.\n\n“Other Servicer”:\nThe applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.\n\n“Other Special Servicer”:\nThe applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.\n\n“Other Trustee”:\nThe applicable other “trustee” or, if applicable, the other “certificate administrator” or, if applicable, the\nother “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.\n\n“Outside Certificate\nAdministrator”: With respect to an Outside Serviced Mortgage Loan, the certificate administrator under the applicable Outside\nServicing Agreement.\n\n“Outside Controlling\nNote Holder”: With respect to any Whole Loan that is, and only for so long as such Whole Loan is, a Serviced Outside Controlled\nWhole Loan, at any such time, the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion\nLoan or a Subordinate Companion Loan) or such holder’s designated representative; provided that if, with respect to any Serviced\nOutside Controlled Whole Loan, the related controlling note is included in a securitization trust, the Outside Controlling Note Holder\nshall be the party designated under the pooling and servicing agreement, trust and servicing agreement or comparable agreement governing\nthe securitization of the related controlling note as authorized to exercise the rights of the holder of the related controlling note;\nand provided, further, that the right of any such designated party to exercise some or all of such rights may terminate or shift to another\ndesignated party upon the occurrence of certain trigger events if and to the extent set forth in the pooling and servicing agreement,\ntrust and servicing agreement or comparable agreement governing the securitization of the related controlling note. With respect to each\nServicing Shift Whole Loan, the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion\nLoan or a Subordinate Companion Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift Date and (ii)\ncease to be an\n\n - 109 - \n\n \n\nOutside Controlling Note Holder on and after\nthe related Servicing Shift Date. With respect to each Serviced AB Whole Loan (other than a Trust Subordinate Companion Whole Loan), the\nholder of a related Subordinate Companion Loan will be an Outside Controlling Note Holder for so long as such Subordinate Companion Loan\n(or, in the case of a Serviced AB Whole Loan with multiple Subordinate Companion Loans, at least one such Subordinate Companion Loan)\nis not the subject of a “control appraisal period” (or analogous concept) and not held by a “borrower-related party”\n(or analogous concept), in any event under the related Co-Lender Agreement.\n\n“Outside Custodian”:\nWith respect to an Outside Serviced Mortgage Loan, the custodian under the applicable Outside Servicing Agreement.\n\n“Outside Depositor”:\nWith respect to an Outside Serviced Mortgage Loan, the depositor under the applicable Outside Servicing Agreement.\n\n“Outside Operating\nAdvisor”: With respect to an Outside Serviced Mortgage Loan, the operating advisor under the applicable Outside Servicing Agreement.\n\n“Outside Paying\nAgent”: With respect to an Outside Serviced Mortgage Loan, the paying agent under the applicable Outside Servicing Agreement.\n\n“Outside Securitization\nTrust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item 1101(f)\nof Regulation AB) that holds a related Outside Serviced Companion Loan (or any portion thereof or interest therein) and is created under\nthe related Outside Servicing Agreement.\n\n“Outside Service\nProviders”: With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian, Outside Certificate\nAdministrator, Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any of the foregoing.\n\n“Outside Serviced\nCo-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Whole Loan. With respect to each Servicing Shift\nMortgage Loan and the related Servicing Shift Whole Loan, the related Co-Lender Agreement shall be an Outside Serviced Co-Lender\nAgreement on and after the related Servicing Shift Date.\n\n“Outside Serviced\nCompanion Loan”: Any Companion Loan that is part of an Outside Serviced Whole Loan. With respect to each Servicing Shift Mortgage\nLoan and the related Servicing Shift Whole Loan, each related Companion Loan shall be an Outside Serviced Companion Loan on and after\nthe related Servicing Shift Date.\n\n“Outside Serviced\nServicing Shift Mortgage Loan”: An Outside Serviced Mortgage Loan as to which servicing will shift from the current Outside\nServicing Agreement to a Future Outside Servicing Agreement upon the securitization of the related Controlling Pari Passu Companion Loan.\nThe only Outside Serviced Servicing Shift Mortgage Loan related to the Trust as of the Closing Date is the Crossgates Mall Mortgage Loan.\n\n - 110 - \n\n \n\n“Outside Serviced\nServicing Shift Whole Loan”: An Outside Serviced Whole Loan as to which servicing will shift from the current Outside Servicing\nAgreement to a Future Outside Servicing Agreement upon the securitization of the related Controlling Pari Passu Companion Loan. The only\nOutside Serviced Servicing Shift Whole Loan related to the Trust as of the Closing Date is the Crossgates Mall Whole Loan.\n\n“Outside Serviced\nWhole Loan”: Any Whole Loan that is not serviced under this Agreement, but instead is being serviced pursuant to the pooling\nand servicing agreement, trust and servicing agreement or other comparable agreement governing the securitization of a related Companion\nLoan (whether by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender\nAgreement. The only Outside Serviced Whole Loans related to the Trust as of Closing Date are the Whole Loans as to which “Outside\nServiced” is set forth in the Whole Loan Table under the column heading “Servicing Type.” Each Servicing Shift Whole\nLoan shall be an Outside Serviced Whole Loan on and after the related Servicing Shift Date.\n\n“Outside Serviced\nWhole Loan Noteholders”: With respect to an Outside Serviced Whole Loan, the holder of the related Outside Serviced Mortgage\nLoan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.\n\n“Outside Serviced\nMortgage Loan”: Any Mortgage Loan that is part of an Outside Serviced Whole Loan. Each Servicing Shift Mortgage Loan shall be\nan Outside Serviced Mortgage Loan on and after the related Servicing Shift Date.\n\n“Outside Servicer”:\nWith respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing Agreement.\n\n“Outside Servicing\nAgreement”: With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Whole Loan, the pooling and servicing\nagreement, trust and servicing agreement or other comparable agreement governing the creation of an Outside Securitization Trust that\nincludes a related Outside Serviced Companion Loan, the issuance of securities backed by the assets of such Outside Securitization Trust\nand the servicing of such Outside Serviced Mortgage Loan, such Outside Serviced Whole Loan and the related Outside Serviced Companion\nLoan(s), or any successor servicing agreement with respect to such Outside Serviced Mortgage Loan, such Outside Serviced Whole Loan and\nthe related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement. The only Outside Servicing Agreements\nrelated to the Trust as of the Closing Date are identified in the Whole Loan Table under the column heading “Outside Servicing Agreement.”\nWith respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Whole Loan, on or after the related Servicing Shift\nDate, the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement shall be an Outside Servicing Agreement.\n\n“Outside Special\nServicer”: With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside Servicing Agreement.\n\n“Outside Trustee”:\nWith respect to an Outside Serviced Mortgage Loan, the trustee under the applicable Outside Servicing Agreement.\n\n - 111 - \n\n \n\n“Ownership Interest”:\nAny record or beneficial interest in a Class R Certificate.\n\n“P&I Advance”:\nAs to any Trust Loan (including any Outside Serviced Mortgage Loan and any REO Trust Loan), any advance made by the Master Servicer or\nthe Back-Up Advancing Agent pursuant to, or otherwise required to be advanced pursuant to, Section 4.06 of this Agreement.\nEach reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to\nbut without duplication, payment or reimbursement of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.\n\n“Pari Passu Companion\nLoan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is pari passu\nin right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust as of the Closing Date\nare evidenced by the Notes identified in the Whole Loan Table under the column heading “Pari Passu Companion Loan(s),” each\nof which Notes evidences a separate Pari Passu Companion Loan.\n\n“Pari Passu Indemnified\nItems”: As defined in Section 3.01(j)(ii) of this Agreement.\n\n“Pari Passu Indemnified\nParty”: As defined in Section 3.01(j)(ii) of this Agreement.\n\n“Pari Passu Whole\nLoan”: A Whole Loan that includes a Pari Passu Companion Loan. The only Pari Passu Whole Loans related to the Trust are those\nwith related Notes listed in the Whole Loan Table under the column heading “Pari Passu Companion Loan(s).”\n\n“Pass-Through\nRate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through\nRate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class A-S Pass-Through Rate, the Class\nB Pass-Through Rate, the Class C Pass-Through Rate, the Class X-D Pass-Through Rate, the Class D Pass-Through Rate,\nthe Class E-RR Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate and the Class J-RR Pass-Through\nRate. The Class S Certificates, the Class R Certificates and, other than for tax reporting purposes, the Combined VRR Interest do not\nhave Pass-Through Rates.\n\n“Paying Agent”:\nThe paying agent appointed pursuant to Section 5.06 of this Agreement.\n\n“Penalty Charges”:\nWith respect to any Serviced Loan (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts actually collected thereon\nfrom the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest (in the case of any Split Mortgage\nLoan or Serviced Companion Loan, to the extent allocable thereto pursuant to the related Co-Lender Agreement, and, in the case of\na Serviced Companion Loan, to the extent not payable to the Serviced Companion Loan Holder, and, in the case of an Outside Serviced Mortgage\nLoan, any such amounts remitted by the related Outside Servicer to the Master Servicer).\n\n - 112 - \n\n \n\n“Percentage Interest”:\nAs to any Trust Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related\nClass. With respect to any Trust Certificate (other than a Class S or Class R Certificate), the percentage interest is equal to the initial\ndenomination as of the Closing Date of such Certificate divided by the initial Certificate Balance or Notional Amount, as applicable,\nof the related Class of Trust Certificates. With respect to any Class S or Class R Certificate, the percentage interest is set forth on\nthe face thereof.\n\n“Performing Party”:\nAs defined in Section 10.12 of this Agreement.\n\n“Performing Serviced\nCompanion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.\n\n“Performing Serviced\nLoan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Whole Loan, as the\ncontext may require.\n\n“Performing Serviced\nWhole Loan”: A Serviced Whole Loan that is not a Specially Serviced Loan or an REO Whole Loan.\n\n“Performing Serviced\nMortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.\n\n“Permitted Investments”:\nAny one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business\nDay preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator\nin Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section 3.07(c),\nshall) mature on the Distribution Date) and a maximum maturity of 365 days (except for the investment in clause (viii) below), regardless\nof whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates\nand having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency and Companion Loan Rating\nAgency shall have provided a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates\nand Serviced Companion Loan Securities:\n\n(i)                              obligations\nof, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof;\nprovided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations\nof: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership),\nthe General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the\nSmall Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing\nand Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided,\nhowever, that the investments described in this clause must (A) have a predetermined fixed\n\n - 113 - \n\n \n\ndollar of principal due at maturity that\ncannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest\nrate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to\nliquidation prior to their maturity;\n\n(ii)                           Federal\nHousing Administration debentures;\n\n(iii)                        obligations\nof the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System\n(consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), and the Federal National Mortgage\nAssociation (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined\nfixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,\nsuch interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index,\nand (C) such investments must not be subject to liquidation prior to their maturity;\n\n(iv)                       federal\nfunds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any bank,\nthe obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating by Fitch, (B) the Applicable Moody’s\nPermitted Investment Rating by Moody’s and, (C) the Applicable KBRA Permitted Investment Rating by KBRA (or, in the case of any\nsuch Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation\nby such Rating Agency and each Rating Agency not rating such obligations); provided, however, that the investments described in this clause\nmust (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have\na variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move\nproportionately with that index, and (z) such investments must not be subject to liquidation prior to their maturity;\n\n(v)                          demand\nand time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan\nassociation or savings bank, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating by Fitch,\n(B) the Applicable Moody’s Permitted Investment Rating by Moody’s and (C) the Applicable KBRA Permitted Investment Rating\nby KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject\nof a Rating Agency Confirmation by such Rating Agency and each Rating Agency not rating such obligations); provided, however, that the\ninvestments described in this clause must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or\nchange, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus\na fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior\nto their maturity;\n\n - 114 - \n\n \n\n(vi)                       debt\nobligations issued by an entity, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating\nby Fitch, (B) the Applicable Moody’s Permitted Investment Rating by Moody’s, and (C) the Applicable KBRA Permitted Investment\nRating by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject\nof a Rating Agency Confirmation by such Rating Agency and each Rating Agency not rating such obligations); provided, however, that the\ninvestments described in this clause must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or\nchange, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus\na fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior\nto their maturity;\n\n(vii)                    commercial\npaper (including both non-interest bearing discount obligations and interest bearing obligations) payable on demand or on a specified\ndate maturing in one (1) year or less from the date of acquisition thereof issued by any corporation or other entity organized under the\nlaws of the United States or any state thereof, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment\nRating by Fitch, (B) the Applicable Moody’s Permitted Investment Rating by Moody’s and (C) the Applicable KBRA Permitted Investment\nRating by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject\nof a Rating Agency Confirmation by such Rating Agency and each Rating Agency not rating such obligations); provided, however, that the\ninvestments described in this clause must (x) have a predetermined fixed dollar of principal due at maturity that cannot vary or change,\n(y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed\nspread (if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their\nmaturity;\n\n(viii)                 units\nof money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per share,\nso long as such funds are (A) rated by Fitch in its highest money market fund ratings category and (B) rated at least “Aaa-mf”\nby Moody’s (or, if not rated by any such Rating Agency, otherwise acceptable to KBRA and such Rating Agency, as confirmed in a Rating\nAgency Confirmation);\n\n(ix)                         any\nother demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which Rating\nAgency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion\nLoan Rating Agency; and\n\n(x)                            such\nother demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the failure\nto satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) through (ix)\nabove, with respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained\nfrom each Rating Agency and Companion Loan Rating Agency for which the minimum ratings set\n\n - 115 - \n\n \n\nforth in the applicable clause is not\nsatisfied with respect to such demand, money market or time deposit, demand obligation or any other obligation, security or investment;\n\nprovided, however, that (A) such\ninstrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return\nin the nature of interest, (B) such instrument shall have an unqualified rating (i.e., one with no qualifying suffix), with the exception\nof ratings with regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings, (C) such instrument shall have\na predetermined fixed dollar of principal due at maturity that cannot vary or change, and (D) no instrument or security shall be a Permitted\nInvestment if (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive\nprincipal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to\nmaturity at par of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation\nor (iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no amount\nbeneficially owned by a Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds)\ntreated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the expense\nof the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status of any Trust\nREMIC. Permitted Investments may not be purchased at a price in excess of par.\n\n“Permitted Special\nServicer/Affiliate Fees”: Any commercially reasonable treasury management fees, property condition report fees, banking fees,\ntitle insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the\nSpecial Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or\nREO Property, in each case, in accordance with Article III of this Agreement.\n\n“Permitted Transferee”:\nWith respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified Organization, (b) any\nother Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such\nPerson or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such\nPerson will not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Trust Certificates and/or Uncertificated Interests\nare outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners,\ndirectly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified\nNon-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a foreign\npermanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax\nPerson.\n\n“Person”:\nAny individual, corporation, limited liability company, partnership, 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) of this Agreement.\n\n“Plan Investor”:\nAs defined in Section 5.03(n) of this Agreement.\n\n - 116 - \n\n \n\n“Pooled Voting Rights”:\nThe portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At all times\nduring the term of this Agreement, the Pooled Voting Rights shall be allocated among the respective Classes of Certificateholders as follows:\n(a) 1% in the aggregate in the case of the respective Classes of the Class X Certificates, allocated *pro rata* based upon their\nrespective Notional Amounts as of the date of determination (but only for so long as the Notional Amount of at least one Class of Class\nX Certificates is greater than zero), and (b) in the case of any Class of Principal Balance Certificates, a percentage equal to the product\nof 99% (or, if the Notional Amounts of all Classes of Class X Certificates have been reduced to zero, 100%) and a fraction, the numerator\nof which is equal to the Certificate Balance of such Class of Principal Balance Certificates as of the date of determination, and the\ndenominator of which is equal to the aggregate of the Certificate Principal Balances of all Classes of the Principal Balance Certificates,\nin each case as of the date of determination (provided that, if, but only if, expressly so provided herein in any circumstance,\nthe allocation or exercise of Pooled Voting Rights for any particular purpose shall take into account the allocation of Appraisal Reduction\nAmounts to notionally reduce Certificate Balances). The Pooled Voting Rights of any Class of Certificates shall be allocated among Holders\nof Certificates of such Class in proportion to their respective Percentage Interests. The Class S and Class R Certificates and the Uncertificated\nVRR Interest shall not be entitled to any Pooled Voting Rights.\n\n“Preliminary Dispute\nResolution Election Notice”: As defined in Section 2.03(g) of this Agreement.\n\n“Preliminary Prospectus”:\nThe prospectus dated June 8, 2026, relating to the Public Certificates.\n\n“Prepayment Assumption”:\nThe assumption that there will be zero prepayments with respect to the Trust Loans; provided, that it is assumed that any ARD Mortgage\nLoan is prepaid in full on its Anticipated Repayment Date.\n\n“Prepayment Interest\nExcess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Whole Loan that was subject to a Principal\nPrepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced\nWhole Loan after the related Due Date in such Collection Period, the amount of interest (net of the related Servicing Fee and any related\nExcess Interest and Default Interest) that accrued on the amount of such Principal Prepayment during the period commencing from such Due\nDate to, but not including, the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage\nLoan or Serviced Whole Loan (or any later date through which interest accrues), to the extent collected from the related Mortgagor (without\nregard to any related Yield Maintenance Charge actually collected) and, in the case of an Outside Serviced Mortgage Loan, remitted to\nthe Trust Fund.\n\n“Prepayment Interest\nShortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Whole Loan that was subject to a Principal\nPrepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced\nWhole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with the related\nCo-Lender Agreement) prior to the related Due Date in such Collection Period, the amount of interest (net of\n\n - 117 - \n\n \n\nthe related Servicing Fee and any related Excess\nInterest and Default Interest) to the extent not collected from the related Mortgagor (without regard to any Yield Maintenance Charge\nthat may be collected), that would have accrued on the amount of such Principal Prepayment during the period commencing on the date as\nof which such Principal Prepayment was applied to the unpaid principal balance of such Mortgage Loan or Serviced Whole Loan through the\nend of the one-month accrual period applicable to such Due Date, inclusive. A Prepayment Interest Shortfall in respect of any Loan\nREMIC Held Mortgage Loan shall be a Prepayment Interest Shortfall in respect of the related Loan REMIC Regular Interest.\n\n“Primary Collateral”:\nWith respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing\nsuch Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien may\nonly be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.\n\n“Prime Rate”:\nThe “Prime Rate” as published in the “Money Rates” section of *The Wall Street Journal*, Eastern edition\n(or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator\nin its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other\ncomparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The\nCertificate Administrator shall notify in writing the Master Servicer with regard to any determination of the Prime Rate in accordance\nwith the parenthetical in the preceding sentence.\n\n“Principal Balance\nCertificates”: The Certificates (other than the Class X, Class S and Class R Certificates), collectively.\n\n“Principal Distribution\nAmount”: With respect to any Distribution Date and the Non-Vertically Retained Principal Balance Certificates, the sum of (i)\nthe Non-Vertically Retained Percentage of the Aggregate Principal Distribution Amount for such Distribution Date and (ii) the Principal\nShortfall Carry-Forward, if any, for such Distribution Date.\n\n“Principal Prepayment”:\nAny payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Whole Loan which is received in advance of its scheduled Due\nDate and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates\nin any month or months subsequent to the month of prepayment other than any amount paid in connection with the release of the related\nMortgaged Property through defeasance.\n\n“Principal Shortfall\nCarry-Forward”: For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding\nDistribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained\nPrincipal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.\n\n - 118 - \n\n \n\n“Private Certificates”:\nCollectively, the Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class J-RR and Class R Certificates and, if issued, the\nClass VRR, the Class S Certificates, and the Loan-Specific Certificates.\n\n“Privileged Information”:\nAny (i) correspondence or other communications between any Directing Holder or Consulting Party (other than the Operating Advisor),\non the one hand, and the Special Servicer, on the other hand, related to any Specially Serviced Loan or the exercise of the consent or\nconsultation rights of such Directing Holder or Consulting Party (other than the Operating Advisor) under this Agreement or any Co-Lender\nAgreement, as applicable, (ii) strategically sensitive information that the Special Servicer has reasonably determined (and has identified\nas privileged or confidential information) could compromise the Trust Fund’s position in any ongoing or future negotiations with\nthe related Mortgagor or other interested party, (iii) information subject to attorney-client privilege (that has been identified\nor otherwise communicated as being subject to such privilege), and (iv) any Asset Status Report or Final Asset Status Report.\n\n“Privileged Information\nException”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available\nand known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged\nInformation (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose\nsuch Privileged Information in working with legal counsel, auditors, 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 (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any\naffected Serviced Companion Loan Holder, the Trustee and the Asset Representations Reviewer, as evidenced by an Officer’s Certificate\n(which shall include a certification that it is based on the advice of counsel) delivered to each of the Master Servicer, the Special\nServicer, the applicable Directing Holder, the applicable Consulting Parties, the Operating Advisor, the Certificate Administrator, the\nTrustee and the Asset Representations Reviewer) 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, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer designated\nby the Master Servicer or the Special Servicer, any Directing Holder, any Consulting Party, the Operating Advisor, any Affiliate of the\nOperating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate of the Asset Representations\nReviewer designated by the Asset Representations Reviewer, any Companion Loan Holder that delivers an Investor Certification (subject\nto the next sentence and the proviso to this sentence), any other Person who provides the Certificate Administrator with an Investor Certification\n(subject to the next sentence and the proviso to this sentence), any Rating Agency, and any other NRSRO that delivers a NRSRO Certification\nto the Certificate Administrator; provided that in no event shall an Excluded Controlling Class Holder be entitled to Excluded\nInformation with respect to a related Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party (but this\nexclusion shall not apply to any other Mortgage Loan). In no event shall a Borrower Party (other than a Risk Retention Consultation Party\nif it is a Borrower Party) be considered a\n\n - 119 - \n\n \n\nPrivileged Person; provided that the foregoing\nshall not be applicable to, nor limit, an Excluded Controlling Class Holder’s right to access information with respect to any Mortgage\nLoan other than Excluded Information with respect to a related Excluded Controlling Class Mortgage Loan. For the avoidance of doubt, each\napplicable Directing Holder, Controlling Class Certificateholder, Loan-Specific Controlling Class Certificateholder and Consulting Party\n(other than the Operating Advisor and the Risk Retention Consultation Parties) and the Special Servicer shall, at any given time, only\nbe considered a Privileged Person with respect to any Mortgage Loans or Serviced Whole Loans for which it is not then a Borrower Party,\nand the limitations on access to information set forth in this Agreement will apply only with respect to the related Trust Loan for which\nthe applicable party is a Borrower Party and only with respect to the related Excluded Information (in the case of the Directing Holder,\na Controlling Class Certificateholder or a Loan-Specific Controlling Class Certificateholder) or the related Excluded Special Servicer\nInformation (in the case of the Special Servicer). In determining whether any Person is an Additional Servicer or an Affiliate of the\nOperating Advisor, the Certificate Administrator may rely on a certification by the Master Servicer, the Special Servicer, any Mortgage\nLoan Seller or the Operating Advisor, as the case may be.\n\n“Property Advance”:\nAs to any Serviced Mortgage Loan, Serviced Whole Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage\nLoan), any advance made by the Master Servicer or the Back-Up Advancing Agent in respect of Property Protection Expenses, together with\nall other customary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees\nand fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection\nwith the servicing and administration of a Serviced Mortgage Loan or Serviced Whole Loan, if a default is imminent thereunder or a default,\ndelinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration of any REO Property\n(other than an REO Property related to an Outside Serviced Mortgage Loan), including, but not limited to, the cost of (a) compliance\nwith the obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections 2.03, 3.04\nand 3.07 of this Agreement, (b) the preservation, insurance, restoration, protection and management of a related Mortgaged\nProperty, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial\nproceedings with respect to a related Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update\nthereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of\nany such REO Property; provided that, notwithstanding anything to the contrary, “Property Advances” shall not include\nallocable overhead of the Master Servicer, the Special Servicer or the Trustee, such as costs for office space, office equipment, supplies\nand related expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and expenses incurred by\nany such party in connection with its purchase of any Trust Loan or REO Property pursuant to any provision of this Agreement or an intercreditor\nagreement; and provided, further, that, no Property Advances shall be made with regard to a Subordinate Companion Loan held\noutside the Trust if the related Mortgage Loan is no longer held by the Trust. Each reference to the payment or reimbursement of a Property\nAdvance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance\nRate from and including the date of the making of such Advance to but excluding the date of payment or reimbursement. If and when used\nwith respect to an Outside Serviced Mortgage Loan or any related REO Property,\n\n - 120 - \n\n \n\nthe term “Property Advance” shall\nhave the meaning assigned thereto or to the term “Servicing Advance” in the applicable Outside Servicing Agreement.\n\n“Property Protection\nExpenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.04,\n3.07, 3.10(f), 3.10(g) or 3.17(b) or indicated herein as being a cost or expense of a Trust REMIC to be advanced\nby the Master Servicer or the Back-Up Advancing Agent, as applicable.\n\n“Proposed Course\nof Action Notice”: As defined in Section 2.03(g) of this Agreement.\n\n“Prospectus”:\nThe prospectus dated June 12, 2026, relating to the Public Certificates.\n\n“PSA Party Repurchase\nRequest”: As defined in Section 2.03 of this Agreement.\n\n“PTCE”:\nProhibited Transaction Class Exemption.\n\n“Public Certificates”:\nThe Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates.\n\n“Public Documents”:\nAs defined in Section 4.02(a) of this Agreement.\n\n“Public Global Certificates”:\nA Global Certificate relating to a Class of Public Certificates.\n\n“Purchase Price”:\nWith respect to any Mortgage Loan or Trust Subordinate Companion Loan (or REO Property), a price equal to the sum of the following (without\nduplication) (calculated in the case of a Co-sponsored Mortgage Loan, solely with respect to the applicable portion thereof as if such\napplicable portion was a separate Mortgage Loan): (a) the outstanding principal balance of such Mortgage Loan or Trust Subordinate\nCompanion Loan (or the related REO Trust Loan) as of the time of purchase less any portion of any Loss of Value Payment then on deposit\nin the Loss of Value Reserve Fund allocable to pay principal of such Mortgage Loan or Trust Subordinate Companion Loan (or REO Property);\nplus (b) all accrued and unpaid interest on the principal balance of such Mortgage Loan or Trust Subordinate Companion Loan (or the\nrelated REO Trust Loan), other than Default Interest or Excess Interest, at the related Mortgage Rate in effect from time to time through\nthe Due Date in the Collection Period of purchase; plus (c) all related unreimbursed Property Advances (including any Property Advances\nand Advance Interest Amounts with respect thereto that were reimbursed out of general collections on the Mortgage Loans) or the related\nTrust Subordinate Companion Loan, as applicable) (or, in the case of an Outside Serviced Mortgage Loan, the *pro rata* portion of\nany similar amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement);\nplus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances (or, in the case of an Outside Serviced Mortgage\nLoan, all such amounts with respect to P&I Advances related to such Outside Serviced Mortgage Loan and, with respect to outstanding\nProperty Advances, the *pro rata* portion of any similar interest amounts payable with respect thereto pursuant to the related Co-Lender\nAgreement); plus (e) to the extent not otherwise covered by clause (d) above, any Special Servicing Fees and any other Additional\nTrust Fund\n\n - 121 - \n\n \n\nExpenses outstanding or previously incurred\nin respect of the related Mortgage Loan or Trust Subordinate Companion Loan; plus (f) if such Mortgage Loan or Trust Subordinate Companion\nLoan is being repurchased or substituted for by a Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase\nAgreement, all expenses incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator\nand the Trustee in respect of the Material Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise\nincluded in the amounts described in clause (e) above); provided, however, that such expenses shall not include expenses\nincurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review Vote\nElection or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute resolution\nmechanics pursuant to Section 2.03(g) hereof; plus (g) to the extent not otherwise included in the amount described in clause (e)\nabove, any Liquidation Fee if and to the extent payable in connection with the repurchase in accordance with the terms and conditions\nof this Agreement; plus (h) solely in the case of a Mortgage Loan, any related Asset Representations Reviewer Asset Review Fee to\nthe extent not previously paid by the related Mortgage Loan Seller.\n\nWith respect to any REO Property\nthat relates to a Serviced Whole Loan, the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount\ncalculated in accordance with the first sentence of this definition in respect of the related REO Trust Loan(s) and, solely for purposes\nof calculating fair prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be calculated\nas if the REO Trust Loan consisted of the REO Mortgage Loan and all the related REO Companion Loan(s), if applicable.\n\n“Qualified Bidder”:\nAs defined in Section 7.01(b) of this Agreement.\n\n“Qualified Institutional\nBuyer”: A “qualified institutional buyer” within the meaning of Rule 144A.\n\n“Qualified Insurer”:\nAs used in Sections 3.08 and 5.10 of this Agreement, in the case of: (i) all policies not referred to in clause (ii) below,\nan insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose\nclaims paying ability is rated (a) at least “A-” by Fitch (or, if not rated by Fitch, then either (x) an equivalent rating\nsuch as that listed above by at least two NRSROs (which may include KBRA and/or Moody’s) or by one NRSRO (which may include KBRA\nor Moody’s) and A.M. Best) or (y) Fitch has issued a Rating Agency Confirmation with respect to such insurance company), (b) at\nleast “A3” by Moody’s (or, if not rated by Moody’s, then either (x) an equivalent rating such as that listed above\nby at least two NRSROs (which may include KBRA and/or Fitch) or one NRSRO (which may include KBRA or Fitch) and A.M. Best) or (y) Moody’s\nhas issued a Rating Agency Confirmation with respect to such insurance company) and (c) at least “A-“ by KBRA (or, if not\nrated by KBRA, then either (x) an equivalent rating such as that listed above by at least two NRSROs (which may include Moody’s\nand/or Fitch) or by one NRSRO (which may include Moody’s or Fitch) and A.M. Best) or (y) KBRA has issued a Rating Agency Confirmation\nwith respect to such insurance company); or (ii) in the case of the fidelity bond and the errors and omissions insurance required\nto be maintained pursuant to Section 3.08(c) of this Agreement, a company that shall have a claims-paying ability rated\nat least as follows by at least one of the following NRSROs: “A (low)” by Morningstar DBRS, “A-“ by S&P,\n“A-“ by Fitch, “A3” by Moody’s, “A-“ by KBRA or “A-:X” by A.M. Best; or (iii)\nin either case, an insurance company\n\n - 122 - \n\n \n\nnot satisfying the ratings criteria of any\nRating Agency set forth in clause (i) or (ii), as applicable, but with respect to which the Master Servicer or the Special Servicer,\nas applicable, has received a Rating Agency Confirmation from such Rating Agency. “Qualified Insurer” shall also mean any\nentity that satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations\nunder the related insurance policy are guaranteed or backed by an entity that satisfies the ratings criteria set forth in such clause\n(construed as if such entity were an insurance company referred to therein).\n\n“Qualified Mortgage”:\nA Mortgage Loan or Trust Subordinate Companion Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)\n(but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan or Trust\nSubordinate Companion Loan to be treated as a “qualified mortgage”, or any substantially similar successor provision).\n\n“Qualified Substitute\nMortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal balance, after\napplication of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received,\nnot in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution\noccurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date\nas and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage\nLoan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to\nstated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage\nLoan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of (a) the loan-to-value\nratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case using the “value” for the Mortgaged\nProperty as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the Certificateholders\nor the Uncertificated VRR Interest Owners) as of the date of substitution in all material respects with all of the representations and\nwarranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material\nadverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Servicing\nFile; (ix) have a then-current debt service coverage ratio at least equal to the greater of (a) the debt service coverage\nratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage”\nwithin the meaning of Code Section 860G(a)(4) 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 schedule that extends to a date that is after the date that is five years\nprior to the Rated Final Distribution Date for the rated Certificates; (xii) have prepayment restrictions comparable to those of\nthe deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator\nhave received a prior Rating Agency Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable\nMortgage Loan Seller); (xiv) have been approved, so long as no Consultation Termination Event has occurred and is continuing, by\nthe Controlling Class Representative; (xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted\nfor a deleted Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on any\nTrust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement,\n\n - 123 - \n\n \n\nas determined by an Opinion of Counsel; (xvii) have\nan engineering report with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; (xviii) be\ncurrent in the payment of all scheduled payments of principal and interest then due; and (xix) not be an ARD Mortgage Loan unless the\nMortgage Loan for which it is being substituted is an ARD Mortgage Loan. In the event that more than one mortgage loan is substituted\nfor a deleted Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (i) above shall be determined on the basis\nof aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements\nspecified in clauses (ii) through (xviii) above, except that the rates described in clause (ii) above and the remaining term\nto stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided that no individual\nMortgage Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or\nsubject to a cap equal to, the WAC Rate) of any Class of Non-Vertically Retained Principal Balance Certificates having a Certificate Balance\nthen outstanding. When one or more Qualified Substitute Mortgage Loans are substituted for a deleted Mortgage Loan, the applicable Mortgage\nLoan Seller shall certify that the replacement Mortgage Loan(s) meet(s) all of the requirements of this definition and shall send such\ncertification to the Certificate Administrator and the Trustee and, so long as no Consultation Termination Event has occurred and is continuing,\nthe Controlling Class Representative.\n\n“Rated Final Distribution\nDate”: With respect to the rated Certificates, the Distribution Date occurring in June 2059; and with respect to any rated Loan-Specific\nCertificates, the Distribution Date designated as such in the offering circular used by any Initial Purchaser in connection with the offer\nand sale thereof upon initial issuance.\n\n“Rating Agency”:\nEach of Fitch, Moody’s 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 nationally recognized statistical rating organization or other comparable\nPerson reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,\nthe Special Servicer and the Master Servicer, and specific ratings of Fitch, Moody’s and KBRA herein referenced shall be deemed\nto refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated. References herein to the highest\nlong-term unsecured debt rating category of Fitch, Moody’s and KBRA shall mean “AAA” with respect to Fitch and KBRA\nand “Aaa” with respect to Moody’s and, in the case of any other rating agency, shall mean such highest rating category\nwithout regard to any plus or minus or numerical qualification.\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, withdrawal or qualification of\nthe then-current rating assigned to any Class of Trust Certificates (if then rated by the Rating Agency); provided that upon\nreceipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its decision not to review or declining\nto review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency Declination”),\nor as otherwise provided in Section 3.30 of this Agreement, the requirement for the Rating Agency Confirmation from the applicable\nRating Agency with respect to such matter shall be deemed to have been satisfied.\n\n - 124 - \n\n \n\n“Rating Agency Declination”:\nAs defined in the definition of “Rating Agency Confirmation” in this Agreement.\n\n“Realized Loss”:\nWith respect to any Distribution Date:\n\n(a)       with\nrespect to the Non-Vertically Retained Principal Balance Certificates and the Corresponding Lower-Tier Regular Interests for such Certificates,\nthe amount, if any, by which (i) the aggregate Certificate Balance of all Classes of Non-Vertically Retained Principal Balance Certificates,\nafter giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (A) the Non-Vertically Retained\nPercentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) expected to be outstanding\nimmediately following such Distribution Date (for purposes of this calculation only, not giving effect to any reductions of such aggregate\nStated Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer, the Special\nServicer or the Back-Up Advancing Agent from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement\nAmounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances);\n\n(b)       with\nrespect to the Combined VRR Interest, the Class LVRR Lower-Tier Regular Interest and the LUVRR Lower-Tier Regular Interest, the amount,\nif any, by which (i) the Combined VRR Interest Balance, after giving effect to distributions of principal on such Distribution Date, exceeds\n(ii) the product of (A) the Vertically Retained Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans (including\nany REO Mortgage Loans) expected to be outstanding immediately following such Distribution Date (for purposes of this calculation only,\nnot giving effect to any reductions of such aggregate Stated Principal Balance for principal payments received on the Mortgage Loans that\nwere used to reimburse the Master Servicer, the Special Servicer or the Back-Up Advancing Agent from general collections of principal\non the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise\ndetermined to be Nonrecoverable Advances); and\n\n(c)       with\nrespect to the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest related to a particular Trust Subordinate Companion\nLoan and the Corresponding Trust Subordinate Companion Loan Regular Interests for such Loan-Specific Certificates and Loan-Specific Uncertificated\nInterest, the amount, if any, by which (A) the Stated Principal Balance (for purposes of this calculation only, the Stated Principal Balance\nwill not be reduced by the amount of principal payments received on such Trust Subordinate Companion Loan that were used to reimburse\nthe Master Servicer, the Special Servicer or the Back-Up Advancing Agent for Workout Delayed Reimbursement Amounts with respect to such\nTrust Subordinate Companion Loan, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of such Trust\nSubordinate Companion Loan (including any successor REO Companion Loan with respect thereto) expected to be outstanding immediately following\nthat Distribution Date, is less than (B) the then aggregate of the Certificate Balance of such Loan-Specific\n\n - 125 - \n\n \n\nCertificates and the Uncertificated Interest\nBalance of such Loan-Specific Uncertificated Interest after giving effect to distributions of principal on that Distribution Date.\n\nThe allocation of Realized\nLosses may be reversed as provided in Section 4.01(g) of this Agreement.\n\n“Record Date”:\nWith respect to each Distribution Date and each Class of Trust Certificates, the last Business Day of the month preceding the month in\nwhich that Distribution Date occurs.\n\n“Registered Rating\nAgency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website;\nor (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s\nWebsite and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant\nto Section 12.13(h) of this Agreement.\n\n“Regular Certificates”:\nThe Non-Vertically Retained Regular Certificates and, if issued, the Class VRR Certificates, collectively.\n\n“Regulation AB”:\nSubpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may\nbe amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff\nof the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from time to time\nas of the compliance dates specified therein.\n\n“Regulation RR”:\nThe final credit risk retention rules issued by the Office of the Comptroller of the Currency (appearing at 12 C.F.R. § 43.1, *et\nseq.*), the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, *et seq.*) and the Board of Governors of\nthe Federal Reserve System (appearing at 12 C.F.R. § 244.1, *et seq*.), in each case as applicable to any particular matter\narising hereunder, that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages 77740-77766)\nto implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of\nthe Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time, and subject to such clarification\nand interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 *et seq.*) or by the\nstaff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time\nto time.\n\n“Regulation RR Other\nPSA”: As defined in Section 3.28(e) of this Agreement.\n\n“Regulation S”:\nRegulation S under the Act.\n\n“Regulation S\nGlobal Certificates”: As defined in Section 5.02(c)(i) of this Agreement.\n\n“Regulation S\nInvestor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate\npursuant to Regulation S.\n\n - 126 - \n\n \n\n“Regulation S-K”:\nRegulation S-K under the Act.\n\n“Regulatory Agencies”:\nThe Office of the Comptroller of the Currency; the Board of Governors of the Federal Reserve System; the Federal Deposit Insurance Corporation;\nthe Federal Housing Finance Agency; the Securities and Exchange Commission; and the Department of Housing and Urban Development.\n\n“Relevant Distribution\nDate”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any Significant\nObligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the related\nOther Pooling and Servicing Agreement.\n\n“Relevant Servicing\nCriteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit O to this Agreement. For\nclarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing\nFunction Participant engaged by the Master Servicer, the Special Servicer or the Certificate Administrator, the term “Relevant Servicing\nCriteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer or the\nCertificate Administrator.\n\n“Remaining Certificateholder”:\nAny Holder (or Holders provided they act in unanimity) holding 100% of the Trust Certificates (other than the Class S and Class R Certificates)\nor an assignment of the voting rights thereof, together with the Uncertificated Interest Owners; provided, however, that\nthe Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E-RR Certificates\nand the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero.\n\n“REMIC”:\nA “real estate mortgage investment conduit” within the meaning of Code Section 860D.\n\n“REMIC Declaration”:\nWith respect to any Loan REMIC Held Mortgage Loan, the related REMIC declaration pursuant to which the related Loan REMIC is created.\n**Because the Trust Fund will not include any Loan REMIC Held Mortgage Loan as of the Closing Date, there will be no REMIC Declaration.\nAccordingly, all references in this Agreement to “REMIC Declaration” shall be disregarded.**\n\n“REMIC Provisions”:\nProvisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through\n860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations)\nand rulings promulgated thereunder, as the foregoing may be in effect from time to time.\n\n“Rents from Real\nProperty”: With respect to any REO Property, gross income of the character described in Code Section 856(d), which income,\nsubject to the terms and conditions of that Section of the Code in its present form, does not include:\n\n(1)       except\nas provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO\nProperty, if the determination of such amount depends in whole or in part on the income or profits derived by any Person\n\n - 127 - \n\n \n\nfrom such property (unless such amount\nis a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);\n\n(2)       any\namount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a\nten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);\n\n(3)       any\namount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;\n\n(4)       any\namount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a\nsimilar Class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether\nor not such charges are separately stated); and\n\n(5)       rent\nattributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property\nand, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in\nconnection with, the lease.\n\n“REO Account”:\nA segregated custodial account or accounts created and maintained, with respect to each REO Property relating to a Serviced Mortgage Loan\nor, if applicable, a Serviced Whole Loan, by the Special Servicer pursuant to Section 3.16 of this Agreement on behalf of\nthe Trustee in trust for the Certificateholders, the Uncertificated Interest Owners and any related Loan-Specific Certificateholders and/or\nServiced Companion Loan Holders. Any such account or accounts shall be an Eligible Account.\n\n“REO Companion Loan”:\nAny Serviced Companion Loan if the related Mortgaged Property has become an REO Property.\n\n“REO Extension”:\nAs defined in Section 3.16(a) of this Agreement.\n\n“REO Loan”:\nAn REO Mortgage Loan, REO Companion Loan, REO Trust Loan or REO Whole Loan, as the context may require.\n\n“REO Mortgage Loan”:\nAny Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an REO Property consisting of the Trust’s\nbeneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any of the Outside Serviced\nMortgage Loans under the applicable Outside Servicing Agreement; for the avoidance of doubt, any such beneficial interest will not be\nserviced by the Special Servicer under this Agreement).\n\n“REO Proceeds”:\nWith respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) and the related REO Mortgage\nLoan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO Property, REO Mortgage Loan or REO\nCompanion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced Mortgage Loan that has become an REO Mortgage\nLoan and in\n\n - 128 - \n\n \n\nthe case of the related REO Property, “REO\nProceeds” under this Agreement shall be limited to any proceeds of the type described above in this definition that are received\nby the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender\nAgreement.\n\n“REO Property”:\nA Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder through\nforeclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures an Outside Serviced\nMortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement on behalf of\nthe Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Mortgage Loan and of the related Companion Loan Holder(s)\nthrough foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection\nwith a default or imminent default of such Outside Serviced Mortgage Loan.\n\n“REO Trust Loan”:\nAny REO Mortgage Loan or any successor REO Companion Loan with respect to a Trust Subordinate Companion Loan.\n\n“REO Whole Loan”:\nAny Whole Loan as to which the related Mortgaged Property has become an REO Property.\n\n“Reportable Event”:\nAs defined in Section 10.07 of this Agreement.\n\n“Reporting Servicer”:\nAs defined in Section 10.09(a) of this Agreement.\n\n“Repurchase”:\nAs defined in Section 2.03(a) of this Agreement.\n\n“Repurchase Communication”:\nFor purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication, whether oral or written, which\nneed not be in any specific form.\n\n“Repurchase Request”:\nA Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication of a request or demand for\nrepurchase or replacement of any Trust Loan alleging a Document Defect or Breach with respect to such Trust Loan.\n\n“Repurchase Request\nRejection”: As defined in Section 2.03(a) of this Agreement.\n\n“Repurchase Request\nWithdrawal”: As defined in Section 2.03(a) of this Agreement.\n\n“Request for Release”:\nA request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.\n\n“Requesting Certificateholder”:\n(i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner of a Certificate (in each\ncase, other than a holder of the Class VRR Certificates) that, in each case, is exercising its rights under Section 2.03(g)\nof this Agreement to refer a matter involving a Repurchase Request with respect\n\n - 129 - \n\n \n\nto a Mortgage Loan to either mediation or arbitration;\nprovided that a Holder of a Class VRR Certificate may not be a Requesting Certificateholder.\n\n“Requesting Holders”:\nAs defined in Section 3.10(a) of this Agreement.\n\n“Requesting Party”:\nAs defined in Section 3.30(a) of this Agreement.\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(f) of this Agreement.\n\n“Resolved”:\nWith respect to a Repurchase Request, means that (i) the related Material Defect has been cured, (ii) the affected Trust Loan has\nbeen repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) if the affected Trust Loan is a Mortgage Loan,\na mortgage loan has been substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the\napplicable Mortgage Loan Seller has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between\nthe Enforcing Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s\nobligations under the related Mortgage Loan Purchase Agreement, or (vi) the affected Trust Loan is no longer property of the Trust\nas a result of a sale or other disposition in accordance with this Agreement.\n\n“Responsible Officer”:\nWhen used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and, in the event that the Trustee\nis the Back-Up Advancing Agent, the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned\nto the Corporate Trust Office with direct responsibility for the administration of this Agreement and also, with respect to a particular\nmatter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular\nsubject and (ii) the Certificate Administrator, any officer of the Certificate Administrator (and, in the event that the Certificate\nAdministrator is the Back-Up Advancing Agent, Certificate Registrar or the Paying Agent, of the Back-Up Advancing Agent, Certificate Registrar\nor the Paying Agent, as applicable) assigned to the Corporate Trust Services group, with direct responsibility for the administration\nof this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate\nAdministrator because of such officer’s knowledge of and familiarity with the particular subject. When used with respect to any\nCertificate Registrar or Back-Up Advancing Agent (in each case, other than the Trustee or the Certificate Administrator), any officer\nor assistant officer thereof.\n\n“Restricted Group”:\nCollectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer; the Special Servicer;\nany Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more than 5% of the total unamortized\nprincipal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any and all Affiliates of any of the aforementioned\nPersons.\n\n“Restricted Party”:\nAs defined in the definition of “Privileged Information Exception” in this Agreement.\n\n - 130 - \n\n \n\n“Restricted Period”:\nAs defined in Section 5.02(c)(i) of this Agreement.\n\n“Retained Defeasance\nRights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.\n\n“Retained Defeasance\nRights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(ii) of this Agreement.\n\n“Retained Interest\nSafekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the\nHolder(s) of the Risk Retention Certificates in proportion equal to their respective ownership interests in such Risk Retention Certificates.\n\n“Retaining Party”:\nEach of the applicable Mortgage Loan Seller or its Majority-Owned Subsidiary as holder of the Uncertificated VRR Interest, the Retaining\nSponsor or its Majority-Owned Affiliate as holder of the HRR Interest, the applicable Mortgage Loan Seller or its Majority-Owned Subsidiary\nas holder of a Loan-Specific VRR Interest and a Loan-Specific Third Party Purchaser or its Majority-Owned Affiliate as holder of a Loan-Specific\nHRR Interest, and any successor holder of all or part of the Combined VRR Interest, the HRR Interest, a Loan-Specific VRR Interest or\na Loan-Specific HRR Interest.\n\n“Retaining Sponsor”:\n3650 Capital, acting as “retaining sponsor” (as such term is defined under Rule 2 of Regulation RR) for the “securitization\ntransaction” (as defined in Rule 2 of Regulation RR) constituted by the issuance, offer and sale of the Certificates and the Uncertificated\nVRR Interest.\n\n“Review Materials”:\nAs defined in Section 11.01(b)(i) of this Agreement.\n\n“Review Package”:\nA package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)\nof the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and copies\nof all relevant documentation. Any Review Package delivered by the Special Servicer under this Agreement may, at the Special Servicer’s\noption, be in the form of an Asset Status Report.\n\n“Revised Rate”:\nWith respect to any ARD Mortgage Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default)\nfor such ARD Mortgage Loan, as calculated and as set forth in the related Loan Agreement.\n\n“Risk Retention\nAffiliate” or “Risk Retention Affiliated”: Means “affiliate” of or “affiliated” with,\nas such terms are defined in Rule 2 of Regulation RR.\n\n“Risk Retention\nCertificate”: Any of the Certificates comprising the HRR Interest or the Combined VRR Interest or any of the Loan-Specific Certificates\ncomprising a Loan-Specific HRR Interest or a Loan-Specific VRR Interest.\n\n“Risk Retention\nConsultation Party”: Each of (i) the party selected by the Uncertificated VRR Interest Owner and (ii) the party selected by\nthe Holder of the Class VRR\n\n - 131 - \n\n \n\nCertificates. The Certificate Administrator\nshall promptly provide the name and contact information for the initial Risk Retention Consultation Parties upon request of any party\nto this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Certificate\nAdministrator. The other parties hereto shall be entitled to assume, without independent investigation or verification, that the identity\nof any Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity of and contact\ninformation for) a replacement of such Risk Retention Consultation Party from the Uncertificated VRR Interest Owner or the Holder of the\nClass VRR Certificates, as applicable. Notwithstanding the foregoing, no Risk Retention Consultation Party shall have any consultation\nrights with respect to any Excluded RRCP Mortgage Loan with respect thereto. **For the avoidance of doubt, no Risk Retention Consultation\nParties shall be appointed under this Agreement, and all references in this Agreement to “Risk Retention Consultation Party”\nand “Risk Retention Consultation Parties” shall be disregarded.**\n\n“RR Interest”:\nThe HRR Interest, any Combined VRR Interest, any Loan-Specific HRR Interest and any Loan-Specific VRR Interest, collectively.\n\n“RR Interest Transfer\nRestriction Period”: With respect to: (a) the Uncertificated VRR Interest, the VRR Interest Transfer Restriction Period; (b)\nthe HRR Interest, the HRR Interest Transfer Restriction Period; (c) a Loan-Specific HRR Interest, the related Loan-Specific HRR Interest\nTransfer Restriction Period; and (d) a Loan-Specific VRR Interest, the related Loan-Specific VRR Interest Transfer Restriction Period.\n\n“Rule 144A”:\nRule 144A under the Act.\n\n“Rule 144A\nGlobal Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.\n\n“Rule 15Ga-1”:\nRule 15Ga-1 under the Exchange Act.\n\n“Rule 15Ga-1\nNotice”: As defined in Section 2.03(a) of this Agreement.\n\n“Rule 15Ga-1\nNotice Provider”: As defined in Section 2.03(a) of this Agreement.\n\n“Rule 17g-5”:\nRule 17g-5 under the Exchange Act.\n\n“Rule 17g-5\nInformation Provider”: The Certificate Administrator acting in such capacity under this Agreement.\n\n“Rule 17g-5\nInformation Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider\npursuant to Section 12.06 and Section 12.13 of this Agreement, initially located within the Certificate Administrator’s\nWebsite (initially “*www.ctslink.com*”), under the “NRSRO” tab for the related transaction.\n\n“S&P”:\nS&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successors in interest. If neither S&P\nnor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical\nrating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall\n\n - 132 - \n\n \n\nbe given to the Trustee, the Certificate Administrator,\nthe Master Servicer and the Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent\nratings (as reasonably determined by the Depositor) 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 10.05(a)(iv) of this Agreement.\n\n“Schedule AL Additional\nFile”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant to Section 4.02(b),\nany data file containing additional information or schedules regarding data points in such CREFC® Schedule AL File required\nby Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.\n\n“Scheduled Principal\nDistribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal portions of:\n\n(A)       all\nMonthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans) due or\ndeemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and distributable\nto the Certificateholders or the Uncertificated VRR Interest Owner on a preceding Distribution Date, prior to the related Collection Period,\nin each case to the extent either (i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage\nLoan, received by the Master Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii)\nadvanced by the Master Servicer or the Back-Up Advancing Agent, as applicable, pursuant to Section 4.06 in respect of such\nDistribution Date); and\n\n(B)       all\nBalloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related Collection\nPeriod (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day immediately preceding\nthe related Master Servicer Remittance Date), and to the extent not included in clause (A) above for the subject Distribution Date\nand not previously received or advanced and distributable to the Certificateholders or the Uncertificated VRR Interest Owner on a preceding\nDistribution Date.\n\nFor purposes of clarification, the Scheduled\nPrincipal Distribution Amount from time to time shall include all late payments of principal made by the Mortgagors with respect to the\nMortgage Loans, including late payments in respect of a delinquent Balloon Payment, received during the periods or by the times described\nabove in this definition, except to the extent those late payments are otherwise applied to reimburse the Master Servicer or the Back-Up\nAdvancing Agent, as the case may be, for prior P&I Advances, pursuant to Section 3.06(a) and Section 3.06A(a).\n\n“Secure Data Room”:\nThe “Secure Data Room” tab on the page relating to this transaction located within the Certificate Administrator’s Website\n(initially “*www.ctslink.com”)*.\n\n - 133 - \n\n \n\n“Service(s)”\nor “Servicing”: In accordance with Regulation AB, the act of servicing, managing or administering the Mortgage\nLoans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition\nof “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in\nItem 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly\nunderstood by participants in the commercial mortgage-backed securities market.\n\n“Serviced AB Whole\nLoan”: A Serviced Whole Loan that includes a Subordinate Companion Loan. Each Trust Subordinate Companion Whole Loan, if any,\nis a Serviced AB Whole Loan relating to the Trust.\n\n“Serviced Companion\nLoan”: A Companion Loan that is part of a Serviced Whole Loan. With respect to each Servicing Shift Mortgage Loan and the related\nServicing Shift Whole Loan, each related Companion Loan will no longer be a Serviced Companion Loan on and after the related Servicing\nShift Date.\n\n“Serviced Companion\nLoan Holder”: The holder of a Serviced Companion Loan.\n\n“Serviced Companion\nLoan Holder Register”: As defined in Section 3.28(g) of this Agreement.\n\n“Serviced Companion\nLoan Securities”: Any commercial mortgage-backed securities (including any Loan-Specific Certificates) that evidence an\ninterest in or are secured by the assets of an Other Securitization Trust (or, in the case of any Loan-Specific Certificates, the Trust),\nwhich assets include a Serviced Companion Loan (or a portion thereof or interest therein).\n\n“Serviced Loan”:\nA Serviced Mortgage Loan or Serviced Companion Loan.\n\n“Serviced Mortgage\nLoan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.\n\n“Serviced Outside\nControlled Mortgage Loan”: With respect to a Serviced Outside Controlled Whole Loan, the related Serviced Mortgage Loan included\nin the Trust, which is evidenced by one or more non-controlling promissory notes made by the related Mortgagor. Each Servicing Shift\nMortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date. Each Servicing Shift Mortgage\nLoan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing Shift Date. The Mortgage Loan included\nin a Serviced AB Whole Loan (other than a Trust Subordinate Companion Whole Loan) will be a Serviced Outside Controlled Mortgage Loan\nfor so long as a related Subordinate Companion Loan is evidenced by the “control note” (or analogous concept), or the holder\nof a related Subordinate Companion Loan is the “directing holder” (or analogous concept), under the related Co-Lender\nAgreement.\n\n“Serviced Outside\nControlled Whole Loan”: A Serviced Whole Loan with respect to which the related “controlling note” (regardless of\nwhether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not an asset of the Trust. Each Servicing\nShift Whole Loan will be a Serviced Outside Controlled Whole Loan prior to the related Servicing\n\n - 134 - \n\n \n\nShift Date. Each Servicing Shift Whole Loan\nwill cease to be a Serviced Outside Controlled Whole Loan from and after the related Servicing Shift Date. Each Serviced AB Whole Loan\n(other than a Trust Subordinate Companion Whole Loan) will be a Serviced Outside Controlled Whole Loan for so long as a related Subordinate\nCompanion Loan is evidenced by the “control note” (or analogous concept), or the holder of a related Subordinate Companion\nLoan is the “directing holder” (or analogous concept), under the related Co-Lender Agreement. As of the Closing Date,\nthe only Serviced Outside Controlled Whole Loans are any Servicing Shift Whole Loans.\n\n“Serviced Pari Passu\nCompanion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan. With respect to each Servicing Shift Mortgage\nLoan and the related Servicing Shift Whole Loan, each related Pari Passu Companion Loan will cease to be a Serviced Pari Passu Companion\nLoan on and after the related Servicing Shift Date.\n\n“Serviced Pari Passu\nCompanion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.\n\n“Serviced Pari Passu\nWhole Loan”: A Pari Passu Whole Loan that is a Serviced Whole Loan. Each Servicing Shift Whole Loan will cease to be a Serviced\nPari Passu Whole Loan on and after the related Servicing Shift Date.\n\n“Serviced Subordinate\nCompanion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Whole Loan. A Trust Subordinate Companion Loan is\na Serviced Subordinate Companion Loan.\n\n“Serviced Subordinate\nCompanion Loan Holder”: A holder of a Serviced Subordinate Companion Loan (other than a Trust Subordinate Companion Loan held\nby the Trust).\n\n“Serviced Trust\nLoan”: Any Serviced Mortgage Loan or Trust Subordinate Companion Loan.\n\n“Serviced Whole\nLoan”: A Whole Loan that is being serviced pursuant to this Agreement. The only Serviced Whole Loans related to the Trust as\nof the Closing Date are the Whole Loans as to which “Serviced” is set forth in the Whole Loan Table under the column heading\n“Servicing Type,” together with any Servicing Shift Whole Loans. A Servicing Shift Whole Loan will no longer be a Serviced\nWhole Loan on and after the related Servicing Shift Date.\n\n“Serviced Whole\nLoan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable “remittance\ndate” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance date”\n(or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan is not included in\nan Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included in an Other Securitization\nTrust, the Business Day immediately following the “determination date” (or analogous concept) set forth in the related Other\nPooling and Servicing Agreement, in each case, as long as the date on which the remittance is required is at least one (1) Business Day\nafter the Due Date.\n\n“Servicer”:\nAs defined in Section 10.02(b) of this Agreement.\n\n - 135 - \n\n \n\n“Servicer Indemnified\nParty”: As defined in Section 8.05(c) of this Agreement.\n\n“Servicer Termination\nEvent”: As defined in Section 7.01 of 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.\n\n“Servicing Fee”:\nWith respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage\nLoan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan)\nand each REO Companion Loan that is included as part of a Serviced Whole Loan and for any Distribution Date, the amount accrued during\nthe related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial Distribution Date, the Cut-Off\nDate Balance and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan,\nServiced Companion Loan or REO Companion Loan, as the case may be, as of the close of business on the Distribution Date in the related\nInterest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis\nrespecting which any related interest payment due or deemed due on the related Mortgage Loan or Serviced Whole Loan is computed and shall\nbe prorated for partial periods; and provided, further, that, notwithstanding Section 3.05, Section 3.06\nor Section 3.12 of this Agreement, (1) the Servicing Fee shall be payable from the Lower-Tier REMIC or, in the case\nof a Trust Subordinate Companion Loan, the related Trust Subordinate Companion Loan REMIC, and (2) the portion thereof payable with\nrespect to each Outside Serviced Mortgage Loan to the applicable Outside Servicer shall be calculated and paid under the applicable Outside\nServicing Agreement, shall not be payable to the Master Servicer, shall previously have been deducted by the applicable Outside Servicer\nprior to remittance to the Trust and shall not be withdrawn from the Collection Account.\n\n“Servicing Fee Rate”:\nWith respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage Loan with respect thereto),\nthe *per annum* rate equal to the sum of the rates set forth under the columns labeled “Master Servicing Fee Rate”, “Primary\nServicing Fee Rate” and “Subservicing Fee Rate” on the Mortgage Loan Schedule; and with respect to each Serviced Companion\nLoan, the *per annum* rate set forth under the column labeled “Serviced Companion Loan Servicing Fee Rate” on the Mortgage\nLoan Schedule.\n\n“Servicing File”:\nAny documents (other than documents required to be part of the related Mortgage File but including copies of such documents required to\nbe part of the related Mortgage File) related to the origination or the servicing of a Trust Loan that are in the possession of or\nunder the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports, engineering\nreports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer or the Special\nServicer; provided that no information that is proprietary to the related Mortgage Loan Seller or any draft documents, privileged\nor other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda,\ncommunications or evaluations shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary\ncontained herein, with respect to each Outside Serviced Mortgage Loan, the Servicing\n\n - 136 - \n\n \n\nFile shall consist solely of any related documents\nor records generated by the Master Servicer or Special Servicer hereunder or received by either of them from the applicable Outside Servicer\nor Outside Special Servicer.\n\n“Servicing Function\nParticipant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,\nthe Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities that address the Servicing\nCriteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance calculated\nin accordance with the provisions of Regulation AB or (ii) the Master Servicer or the Special Servicer, as applicable, is permitted,\npursuant to the Exchange Act reporting requirements (including any Commission guidance), to take responsibility for the assessment of\ncompliance with the Servicing Criteria of such Person.\n\n“Servicing Officer”:\nAny officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration\nand servicing of the Mortgage Loans and the Serviced Companion Loans or this Agreement and also, with respect to a particular matter,\nany other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with\nthe 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, the Operating Advisor and the Certificate\nAdministrator by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.\n\n“Servicing Shift\nDate”: With respect to any Servicing Shift Whole Loan, the date on which the related Pari Passu Companion Loan evidenced by\nthe Servicing Shift Lead Note is included in an Outside Securitization Trust, and which is also the date on which the pooling and servicing\nagreement or other comparable agreement governing the creation of such Outside Securitization Trust becomes the Outside Servicing Agreement\nfor such Servicing Shift Whole Loan.\n\n“Servicing Shift\nLead Note”: With respect to any Servicing Shift Whole Loan, the related Note, the securitization of which shall cause the servicing\nof such Servicing Shift Whole Loan to shift to the applicable pooling and servicing agreement or other comparable agreement governing\nthat securitization. With respect to any Servicing Shift Whole Loan, the related Servicing Shift Lead Note as of the Closing Date is identified\nin the footnotes to the Whole Loan Table.\n\n“Servicing Shift\nMortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Whole Loan.\n\n“Servicing Shift\nMortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift Whole Loan,\non and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable agreement governing the\ncreation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced by the related Servicing Shift\nLead Note.\n\n - 137 - \n\n \n\n“Servicing Shift\nWhole Loan”: Any Whole Loan that is initially serviced under this Agreement provided, that upon the inclusion of a designated\nrelated Companion Loan in a future securitization, the servicing of such Whole Loan will shift to the pooling and servicing agreement\nor other comparable agreement governing the securitization of such related Companion Loan (whether by itself or with other mortgage assets).\nA Servicing Shift Whole Loan will be (i) a Serviced Whole Loan prior to the related Servicing Shift Date servicing and (ii) an Outside\nServiced Whole Loan on and after the related Servicing Shift Date. The only Servicing Shift Whole Loans related to the Trust as of the\nClosing Date are the Whole Loans as to which “Servicing Shift” is set forth in the Whole Loan Table under the column heading\n“Servicing Type.”\n\n“Servicing Standard”:\nWith respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties that\nsuch party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee (as the trustee for the Certificateholders,\nthe Loan-Specific Certificateholders and the Uncertificated Interest Owners or, with respect to each Serviced Whole Loan, on behalf of\nthe Certificateholders, the Loan-Specific Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan\nHolder(s), as a collective whole as if such Certificateholders and the Uncertificated Interest Owners or, with respect to each Serviced\nWhole Loan, the Certificateholders, the Loan-Specific Certificateholders, the Uncertificated Interest Owners and the related Serviced\nCompanion Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate\nnature of any related Subordinate Companion Loan(s))), in accordance with the terms of this Agreement and in accordance with the following:\n(i) the higher of the following standards of care: (A) with the same care, skill, prudence and diligence with which the Master\nServicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans with similar borrowers and comparable\nREO properties for other third-party portfolios (giving due consideration to the customary and usual standards of practice of prudent\ninstitutional commercial mortgage lenders servicing their own mortgage loans and REO properties); and (B) with the same care, skill,\nprudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable\nmortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case may be; and in either case, exercising\nreasonable business judgment and acting in accordance with applicable law, the terms of the respective Serviced Loans and, if applicable,\nthe related Co-Lender Agreement; (ii) with a view to: the timely recovery of all payments of principal and interest, including\nBalloon Payments, under the Serviced Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced\nWhole Loan as to which the related Mortgaged Property is an REO Property, the maximization of recovery on that Mortgage Loan or Serviced\nWhole Loan to the Certificateholders, the Loan-Specific Certificateholders and the Uncertificated Interest Owners (as a collective whole\nas if the Certificateholders, the Loan-Specific Certificateholders and the Uncertificated Interest Owners constituted a single lender)\n(or, if any Serviced Companion Loan is involved, with a view to the maximization of recovery on the related Serviced Whole Loan to the\nCertificateholders, the Loan-Specific Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s)\n(as a collective whole as if the Certificateholders, the Loan-Specific Certificateholders, the Uncertificated Interest Owners and Serviced\nCompanion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate\nnature of any related Subordinate Companion Loan(s))) of principal and interest, including Balloon Payments, on a present value basis\n(the relevant discounting of anticipated\n\n - 138 - \n\n \n\ncollections that will be distributable to the\nCertificateholders, the Loan-Specific Certificateholders and the Uncertificated Interest Owners (or, in the case of any Serviced Whole\nLoan, to the Certificateholders, the Loan-Specific Certificateholders, the Uncertificated Interest Owners and the related Companion Loan\nHolder) to be performed at the Calculation Rate); and (iii) without regard to (A) any relationship, including as lender on any\nother debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, may have with any of the related\nMortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the ownership of any Certificate or Loan-Specific\nCertificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a Companion\nLoan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation of the Master\nServicer to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof,\nto receive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction; and (E) the\nownership, servicing or management for others of any other mortgage loan or real property not subject to this Agreement by the Master\nServicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided that the foregoing standards shall apply\nwith respect to an Outside Serviced Mortgage Loan and any related REO Property only to the extent that the Master Servicer or the Special\nServicer has any express duties or rights to grant consent with respect thereto pursuant to this Agreement.\n\n“Servicing Transfer\nEvent”: With respect to any Serviced Mortgage Loan or any Serviced Whole Loan, the occurrence of any of the events described\nin clauses (a) through (g) of the definition of “Specially Serviced Loan”, subject to the terms of such definition.\n\n“SGFC”:\nSociete Generale Financial Corporation, a Delaware corporation, and its successors in interest.\n\n“SGFC Mortgage Loan\nPurchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between SGFC and the Depositor.\n\n“SGFC Mortgage Loans”:\nThe Mortgage Loans (or portions thereof) transferred by SGFC to the Depositor and/or the Trust pursuant to the SGFC Mortgage Loan Purchase\nAgreement and this Agreement.\n\n“Significant Obligor”:\nAny “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect to the Trust, or (ii)\nwith respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable Other Depositor has notified the\nMaster Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) as to such\nOther Securitization Trust. There is no Significant Obligor with respect to the Trust.\n\n“Significant Obligor\nNOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar\nyear) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately\nfollowing the date by which the related Mortgagor is required to deliver quarterly financial statements to the lender under the related\nLoan Agreement in connection with such\n\n - 139 - \n\n \n\ncalendar quarter (which date is set forth in\nSection 10.11(a) for any Significant Obligor with respect to the Trust).\n\n“Significant Obligor\nNOI Yearly Filing Deadline”: With respect to each calendar year and each Significant Obligor, the date that is the 90th day\nafter the end of such calendar year.\n\n“Similar Law”:\nAs defined in Section 5.03(n) of this Agreement.\n\n“Special Notice”:\nAs defined in Section 5.07(b) of this Agreement.\n\n“Special Servicer”:\nWith respect to each Serviced Loan, 3650 REIT Loan Servicing LLC, a Florida limited liability company, or its successor in interest, or\nany successor Special Servicer appointed as provided herein, or any successor Special Servicer appointed as provided herein, which successor\nSpecial Servicer shall, with respect to any related Excluded Special Servicer Mortgage Loan, include the related Excluded Mortgage Loan\nSpecial Servicer appointed pursuant to Section 6.08(j) of this Agreement, in each case as applicable and as the context may\nrequire. All references in this Agreement to the “Special Servicer” mean, (x) with respect to each Serviced Loan or Serviced\nWhole Loan, the applicable Special Servicer that acts as the special servicer for such Serviced Loan or Serviced Whole Loan, as applicable\nand (y) only each applicable Special Servicer with respect to the representations, warranties and covenants of the Special Servicers in\nSection 2.08.\n\n“Special Servicer\nDecision”: With respect to any Serviced Loan or Serviced Whole Loan, any decision or Mortgagor request that is not a Major Decision\nor a Master Servicer Decision.\n\n“Special Servicer\nServicing Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance of the duties\nof the Special Servicer under this Agreement.\n\n“Special Servicing\nCompensation”: With respect to any Serviced Mortgage Loan, Serviced Whole Loan or REO Property (other than an REO Property related\nto an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to\nthe Special Servicer.\n\n“Special Servicing\nFee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced\nMortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Special Servicing\nFee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the close of business on the Distribution Date\nin such Interest Accrual Period; provided that (a) such amounts shall be computed for the same period and on the same interest\naccrual basis respecting which any related interest payment due or deemed due on the related Specially Serviced Loan is computed and shall\nbe prorated for partial periods and (b) such fee shall be payable monthly (i) in the case of a Serviced Whole Loan, from collections on\nsuch Serviced Whole Loan; and (ii) in the case of a Mortgage Loan (including a Mortgage Loan that is part of a Serviced Whole Loan, if\nthe fee remains unpaid as described in the immediately preceding clause (i)), from general collections on all the Mortgage Loans\nand any REO Properties. For the avoidance of\n\n - 140 - \n\n \n\ndoubt, the Special Servicing Fee shall be deemed\npayable from the Lower-Tier REMIC or the related Trust Subordinate Companion Loan REMIC, as applicable.\n\n“Special Servicing\nFee Rate”: With respect to any Specially Serviced Loan (or related Serviced Whole Loan, if applicable) or REO Property (other\nthan an REO Property related to an Outside Serviced Mortgage Loan), a rate equal to (a) 0.25% *per annum* or (b) if the rate\nin clause (a) would result in a Special Servicing Fee that would be less than $5,000 in any given month (as prorated for a partial\nperiod), then the Special Servicing Fee Rate for such month for such Specially Serviced Loan (or related Serviced Whole Loan, if applicable)\nor REO Property shall be such higher per annum rate as would result in a Special Servicing Fee equal to $5,000 for such month (as prorated\nfor a partial period) with respect to such Specially Serviced Loan (or related Serviced Whole Loan, if applicable) or REO Property.\n\n“Specially Serviced\nLoan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following events\nhas occurred (taking into account any cure rights of any related Serviced Subordinate Companion Loan Holder under the related Co-Lender\nAgreement.):\n\n(a)       the\nrelated Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without regard\nto any grace period):\n\n(i)                   except\nin the case of a Balloon Loan delinquent in respect of its Balloon Payment, beyond 60 days after the date on which the subject payment\nwas due, or\n\n(ii)                solely\nin the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except as described in\nclause B below) or (B) if (1) the related Mortgagor has delivered, on or before the date on which that Balloon Payment was due, a\nrefinancing commitment, letter of intent or signed purchase and sale agreement reasonably acceptable to the Master Servicer (who shall\npromptly deliver a copy to the Special Servicer and, so long as no Consultation Termination Event is continuing, any applicable Directing\nHolder and Consulting Party) from an acceptable lender and the related borrower is diligently seeking a refinancing or sale, (2) the related\nMortgagor continued to make its Monthly Payments on each Due Date, and (3) no other Servicing Transfer Event has occurred with respect\nto the Serviced Loan, then a Servicing Transfer Event will not occur until the earlier of (x) 120 days after the date on which the\nBalloon Payment was due and (y) the termination of the refinancing commitment, letter of intent or purchase and sale agreement; or\n\n(b)       there\nshall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that (i)\nthe Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing Holder)\ndetermines materially impairs the value of the related Mortgaged Property as security for the Serviced Loan or otherwise materially adversely\naffects the interests of Trust Certificateholders and the Uncertificated Interest Owners in the Serviced\n\n - 141 - \n\n \n\nMortgage Loan (or, in the case of a Serviced\nWhole Loan, the interests of the Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan\nHolder(s) in such Serviced Whole Loan), and (ii) continues unremedied for the applicable grace period under the terms of the Serviced\nLoan (or, if no grace period is specified and the default is capable of being cured, for 60 days); provided, that any default\nrequiring a Property Advance will be deemed to materially and adversely affect the interests of the Trust Certificateholders and the Uncertificated\nInterest Owners in the subject Serviced Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests of the Trust Certificateholders,\nthe Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s) in such Serviced Whole Loan); or\n\n(c)       a\ndecree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under any present\nor future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency,\nreadjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs,\nshall have been entered into against the related Mortgagor; or\n\n(d)       the\nrelated Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt, marshaling\nof assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all of its\nproperty; or\n\n(e)       the\nrelated Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage\nof any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment\nof its obligations; or\n\n(f)       the\nMaster Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect\nto the related Mortgaged Property; or\n\n(g)       the\nMaster Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing Holder)\ndetermines that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably foreseeable, (ii) such\ndefault would materially impair the value of the corresponding Mortgaged Property as security for such Serviced Loan or otherwise materially\nadversely affects the interests of Trust Certificateholders and the Uncertificated Interest Owners in the Serviced Mortgage Loan (or,\nin the case of a Serviced Whole Loan, the interests of the Trust Certificateholders, the Uncertificated Interest Owners or the related\nServiced Companion Loan Holder(s) in such Serviced Whole Loan), and (iii) the default is likely to continue unremedied for the applicable\ncure period under the terms of such Serviced Loan or, if no cure period is specified and the default is capable of being cured, for 60 days;\n\nprovided, however, that a Serviced\nLoan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan or any related\nREO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists that\n\n - 142 - \n\n \n\nwould cause the subject Serviced Mortgage Loan\nor any related Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan, when:\n\n(w)       with\nrespect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full and\ntimely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with a bankruptcy\nor similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed\nto by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);\n\n(x)       with\nrespect to the circumstances described in clauses (c), (d), (e) and (g) of this definition, such circumstances cease to exist in\nthe good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in\nclauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;\n\n(y)       with\nrespect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer\nin its reasonable, good faith judgment; and\n\n(z)       with\nrespect to the circumstances described in clause (f) of this definition, such proceedings are terminated.\n\nThe Special Servicer may\nconclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely on the Special Servicer’s\ndetermination as to whether a Servicing Transfer Event has occurred giving rise to a Serviced Loan’s becoming a Specially Serviced\nLoan. If any Serviced Mortgage Loan that is part of a Serviced Whole Loan becomes a Specially Serviced Loan, then the related Serviced\nCompanion Loan shall also become a Specially Serviced Loan. If the Serviced Companion Loan that is included in a Serviced Whole Loan becomes\na Specially Serviced Loan, then the related Serviced Mortgage Loan that is part of such Serviced Whole Loan shall also become a Specially\nServiced Loan.\n\n“Specially Serviced\nMortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.\n\n“Specified Mortgage\nLoans”: The Mortgage Loans identified on Exhibit GG to this Agreement.\n\n“Split Mortgage\nLoan”: Any Mortgage Loan that is part of a Whole Loan. The only Split Mortgage Loans that are assets of the Trust as of the\nClosing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule) listed on the Whole Loan Table\nunder the column heading “Loan No. for related Mortgage Loan.”\n\n“Sponsor”:\nEach of 3650 Capital, BMO, BSPRT, GSMC, LCF, NREC, SGFC, UBS AG, ZBNA and their respective successors in interest.\n\n“Startup Day”:\nThe day designated as such pursuant to Section 2.12(d) of this Agreement.\n\n - 143 - \n\n \n\n“Stated Principal\nBalance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than an REO Trust Loan), as of any date\nof determination, an amount equal to (a) the Cut-Off Date Balance of such Mortgage Loan or Trust Subordinate Companion Loan (or,\nin the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan (as of the date of substitution)\nafter application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not\nreceived), minus (b) the sum of (i) any and all amounts (without duplication) attributable to such Mortgage Loan or Trust Subordinate\nCompanion Loan that are part of the Scheduled Principal Distribution Amount, the Unscheduled Principal Distribution Amount, the related\nLoan-Specific Scheduled Principal Distribution Amount and/or the related Loan-Specific Unscheduled Principal Distribution Amount, as applicable,\nfor each and every Distribution Date coinciding with or preceding such date of determination and (ii) any adjustment to the principal\nbalance of such Mortgage Loan or Trust Subordinate Companion Loan as a result of a reduction of principal by a bankruptcy court or as\na result of a modification reducing the principal balance of such Mortgage Loan or Trust Subordinate Companion Loan as of the Determination\nDate for the most recent Distribution Date coinciding with or preceding such date of determination. The Stated Principal Balance of a\nMortgage Loan or Trust Subordinate Companion Loan with respect to which title to the related Mortgaged Property has been acquired on behalf\nof the Trust Fund and, if such Trust Loan is part of a Whole Loan, the related Companion Loan Holder(s), is equal to the Stated Principal\nBalance thereof outstanding on the date on which such title is acquired less any and all amounts attributable to the related REO Trust\nLoan that are part of the Unscheduled Principal Distribution Amount or related Loan-Specific Unscheduled Principal Distribution Amount,\nas applicable, and the principal portion of any P&I Advances with respect to such REO Trust Loan for each and every Distribution Date\ncoinciding with or preceding such date of determination but after the date on which such title is acquired. With respect to any Serviced\nCompanion Loan (other than a Trust Subordinate Companion Loan) (including any successor REO Companion Loan with respect to such Serviced\nCompanion Loan), as of any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Serviced\nCompanion Loan as of the Cut-off Date, minus (i) all amounts remitted to the related Serviced Companion Loan Holder on or prior\nto the most recent Distribution Date coinciding with or preceding such date of determination that are allocable to principal of such Serviced\nCompanion Loan and (ii) any adjustment to the principal balance of such Serviced Companion Loan as a result of a reduction of principal\nby a bankruptcy court or as a result of a modification reducing the principal amount due on such Serviced Companion Loan as of the Determination\nDate for the most recent Distribution Date coinciding with or preceding such date of determination. Notwithstanding the foregoing, the\nStated Principal Balance of a Mortgage Loan, Trust Subordinate Companion Loan or other Serviced Companion Loan that has been paid in full\nor a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination (or, in the case of an\nOutside Serviced Mortgage Loan, with respect to which the Outside Special Servicer has made an equivalent determination) shall be zero\nfrom and after the Distribution Date related to the Collection Period in which such payment or determination is made. The Stated Principal\nBalance of a Serviced Whole Loan (including an REO Whole Loan), as of any date of determination, shall equal the sum of the then Stated\nPrincipal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced Companion Loan(s) (including\nany related REO Companion Loan(s)).\n\n - 144 - \n\n \n\n“Subcontractor”:\nAny vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing” is\ncommonly understood by participants in the mortgage-backed securities market) of Trust Loans but performs one or more discrete functions\nof the Servicing Criteria with respect to Trust Loans under the direction or authority of the Master Servicer, the Special Servicer, the\nCertificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.\n\n“Subordinate Companion\nLoan”: A Companion Loan that, to the extent provided in the related Loan Documents and/or the related Co-Lender Agreement,\nis generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans related to the Trust\nas of the Closing Date are evidenced by the Notes identified in the Whole Loan Table under the column heading “Subordinate Companion\nLoan(s),” each of which Notes evidences a separate Subordinate Companion Loan.\n\n“Subordinate Companion\nLoan Holder”: The holder of a Subordinate Companion Loan (other than a Trust Subordinate Companion Loan).\n\n“Subordinate YM\nCertificates”: As defined in Section 4.01(d) of this Agreement.\n\n“Subsequent Third\nParty Purchaser”: Any “subsequent third-party purchaser” (each within the meaning of Rule 7 of Regulation RR) that\nacquires and holds, or a “majority-owned affiliate” (under Regulation RR) of which acquires and holds, some or all of the\nHRR Interest in accordance with this Agreement and applicable laws and regulations; provided that if there are multiple such parties with\nrespect to the HRR Interest then “Subsequent Third Party Purchaser” shall mean, individually and collectively, those multiple\nparties.\n\n“Substitution Shortfall\nAmount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount equal to the excess,\nif any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal\nBalance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during\nor prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same\ntime by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall be determined as\nprovided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced\nand the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loans.\n\n“Sub-Servicer”:\nAny Person that Services Trust 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 all or a material portion of the Servicing functions\nrequired to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this Agreement, with respect to\nsome or all of the Trust Loans. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will\nbe the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.\n\n“Sub-Servicing\nAgreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer (if it is permitted\nto appoint sub-servicers pursuant to\n\n - 145 - \n\n \n\nSection 3.01(c) of this Agreement),\nas the case may be, and any Sub-Servicer relating to servicing and administration of Trust Loans as provided in Section 3.01(c)\nof this Agreement.\n\n“Successful Bidder”:\nAs defined in Section 7.01(b) of this Agreement.\n\n“Tax Returns”:\nThe federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including\nSchedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,\nto be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return to be filed by the Certificate\nAdministrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J\nof the Code, together with any and all other information, reports or returns that may be required to be furnished to the Trust Certificateholders\nand/or the Uncertificated Interest Owners or filed with the IRS or any other governmental taxing authority under any applicable provisions\nof federal, state or local tax laws.\n\n“Temporary Regulation S\nGlobal Certificate”: As defined in Section 5.02(c)(i) of this Agreement.\n\n“Terminated Party”:\nAs defined in Section 7.01(c) of this Agreement.\n\n“Termination Date”:\nThe Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.\n\n“Termination Purchase\nAmount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price (excluding the\namount described in clause (g) of the definition of “Purchase Price”) of all the Trust Loans (exclusive of any successor\nREO Trust Loans with respect thereto) then included in the Trust and (B) the Appraised Value of the Trust’s portion of each\nREO Property, if any, then included in the Trust, as determined by the Special Servicer (the relevant appraisals for purposes of this\nclause (B) shall be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards).\n\n“Test”:\nAs defined in Section 11.01(b)(iv) of this Agreement.\n\n“Third Party Reports”:\nWith respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report,\nseismic report or property condition report, if any.\n\n“Threshold Event\nCollateral”: As defined in Section 3.28(f) of this Agreement.\n\n“Transfer”:\nAny direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.\n\n“Transferee Affidavit”:\nAs defined in Section 5.03(p)(ii) of this Agreement.\n\n“Transferor Letter”:\nAs defined in Section 5.03(p)(ii) of this Agreement.\n\n - 146 - \n\n \n\n“Treasury Regulations”:\nApplicable final or temporary regulation of the U.S. Department of the Treasury.\n\n“Trust”:\nThe trust created by this Agreement. The Trust shall be named “BMO 2026-5C15 Mortgage Trust”.\n\n“Trust Certificate”:\nAny Certificate or Loan-Specific Certificate, as the context may require.\n\n“Trust Certificateholder”:\nAny Certificateholder or Loan-Specific Certificateholder, as the context may require.\n\n“Trust Certificateholders”:\nCollectively, the Certificateholders and the Loan-Specific Certificateholders.\n\n“Trust Certificates”:\nCollectively, the Certificates and the Loan-Specific Certificates.\n\n“Trust Fund”:\nThe corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and Trust Subordinate\nCompanion Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled\nor unscheduled payments on or collections in respect of the Mortgage Loans and Trust Subordinate Companion Loans due after the Cut-Off\nDate or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating\nto periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating\nto a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect\nof any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest\nin the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect\nto the Mortgage Loans and Trust Subordinate Companion Loans required to be maintained pursuant to this Agreement and any proceeds thereof;\n(vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s\nrights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all\nof the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds\nof any Mortgage Loan or Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest\nDistribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any\nreinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged\nProperties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant\nto Section 2.01 of this Agreement; (xi) the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan\nRegular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) the Loan REMIC Regular Interest;\nand (xv) any and all Initial Month’s Interest Deposit Amounts and Initial Interest Deposit Amounts.\n\n“Trust Interest\nOwner”: Individually or collectively, as the context may require, any Certificateholder, any Loan-Specific Certificateholder\nor any Uncertificated Interest Owner.\n\n - 147 - \n\n \n\n“Trust Interests”:\nThe Certificates, the Loan-Specific Certificates and the Uncertificated Interests, collectively.\n\n“Trust Loan”:\nAny Mortgage Loan (including any successor REO Mortgage Loan) or Trust Subordinate Companion Loan (including any successor REO Companion\nLoan) held in the Trust Fund. **For the avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund.\nAccordingly, the Mortgage Loans will be the only Trust Loans.**\n\n“Trust Reimbursement\nAmount”: As defined in Section 3.06A(a) of this Agreement.\n\n“Trust Reimbursement\nAmount No.1”: As defined in Section 3.06(a) of this Agreement.\n\n“Trust Reimbursement\nAmount No.2”: As defined in Section 3.06A(a) of this Agreement.\n\n“Trust-Related Litigation”:\nAs defined in Section 3.33 of this Agreement.\n\n“Trust REMIC”:\nEach of the Trust Subordinate Companion Loan REMIC(s), the Lower-Tier REMIC and the Upper-Tier REMIC.\n\n“Trust Subordinate\nCompanion Loan”: Any Subordinate Companion Loan included in the Trust Fund as to which a loan-specific sub-series of commercial\nmortgage-backed securities is to be issued under this Agreement. **For avoidance of doubt, no Trust Subordinate Companion Loans will\nbe included in the Trust Fund, and all references in this Agreement to “Trust Subordinate Companion Loan” or “Trust\nSubordinate Companion Loans” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan Available Funds”: With respect to any Trust Subordinate Companion Loan and the related Loan-Specific Certificates\nand any related Loan-Specific Uncertificated Interest(s), for any Distribution Date, the aggregate amount of payments, collections and/or\nadvances (from whatever source) with respect to such Trust Subordinate Companion Loan or any successor REO Companion Loan (which, for\navoidance of doubt, will not include any amounts received with respect to the Mortgage Loans or any REO Mortgage Loans) that are available\nto make distributions of interest (other than Excess Interest), principal and reimbursements of applicable Realized Losses with respect\nto such related Loan-Specific Certificates and any such related Loan-Specific Uncertificated Interests. **For avoidance of doubt, no\nTrust Subordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement to “Trust Subordinate\nCompanion Loan Available Funds” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan Principal Balance”: The principal amount of any Trust Subordinate Companion Loan Regular Interest outstanding\nas of any date of determination. As of the Closing Date, the Trust Subordinate Companion Loan Principal Balance of each Trust Subordinate\nCompanion Loan Regular Interest actually issued under this Agreement shall equal the original Trust Subordinate Companion Loan Principal\nBalance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Trust Subordinate Companion Loan\n\n - 148 - \n\n \n\nPrincipal Balance of each Trust Subordinate\nCompanion Loan Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of\nsuch Trust Subordinate Companion Loan Regular Interest on such Distribution Date pursuant to Section 4.01(a)(iii) of this\nAgreement, and shall be further permanently reduced on such Distribution Date by all applicable Realized Losses deemed to have been allocated\nthereto on such Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the Trust Subordinate\nCompanion Loan Principal Balance of a Trust Subordinate Companion Loan Regular Interest shall equal the Certificate Balance of the Corresponding\nCertificates. The Trust Subordinate Companion Loan Principal Balance of any Trust Subordinate Companion Loan Regular Interest may be increased\non a particular Distribution Date as and to the extent contemplated by Section 4.01(g) of this Agreement. **For avoidance\nof doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement to “Trust\nSubordinate Companion Loan Principal Balance” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),\nin any Trust Subordinate Companion Loan REMIC. **For avoidance of doubt, no Trust Subordinate Companion Loan REMICs will be created under\nthis Agreement, and all references in this Agreement to “Trust Subordinate Companion Loan Regular Interest” or “Trust\nSubordinate Companion Loan Regular Interests” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan REMIC”: Any REMIC comprising a portion of the Trust Fund that consists of a Trust Subordinate Companion Loan\nand the proceeds thereof, any allocable portion of any related REO Property with respect thereto, the related REO Account (to the extent\nof amounts therein allocable to the related Trust Subordinate Companion Loan), the related Trust Subordinate Companion Loan REMIC Distribution\nAccount and the Interest Reserve Account (to the extent of amounts therein allocable to the related Trust Subordinate Companion Loan).\n**For avoidance of doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement\nto “Trust Subordinate Companion Loan REMIC” or “Trust Subordinate Companion Loan REMICs” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan REMIC Distribution Account”: With respect to each Trust Subordinate Companion Loan, the account or accounts created\nand maintained as a separate account (or separate sub-account within the same account as another Distribution Account) or accounts\nby the Certificate Administrator pursuant to  Section 3.05(b) of this Agreement, which (subject to any changes in the\nidentities of the Trustee and/or the Certificate Administrator) shall be entitled “Computershare Trust Company, National Association,\nas Certificate Administrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered\nHolders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15, Trust Subordinate Companion\nLoan REMIC Distribution Account” and which must be an Eligible Account. The Trust Subordinate Companion Loan REMIC Distribution\nAccount for any Trust Subordinate Companion Loan shall be an asset of the related Trust Subordinate Companion Loan REMIC. **For avoidance\nof doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement to “Trust\nSubordinate Companion Loan REMIC Distribution Account” shall be disregarded.**\n\n - 149 - \n\n \n\n“Trust Subordinate\nCompanion Loan Securitization Transaction”: With respect to any Trust Subordinate Companion Loan, a “securitization transaction”\n(as defined in Rule 2 of Regulation RR) involving the issuance, offer and sale of any related Loan-Specific Certificates. **For avoidance\nof doubt, no Trust Subordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement to “Trust\nSubordinate Companion Loan Securitization” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Loan Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),\nin a Trust Subordinate Companion Loan REMIC and evidenced by the Class R Certificates. **For avoidance of doubt, no Trust Subordinate\nCompanion Loan REMICs will be created under this Agreement, and all references in this Agreement to “Trust Subordinate Companion\nLoan Residual Interest” or “Trust Subordinate Companion Loan Residual Interests” shall be disregarded.**\n\n“Trust Subordinate\nCompanion Whole Loan”: Any Whole Loan that includes a Trust Subordinate Companion Loan. **For avoidance of doubt, no Trust\nSubordinate Companion Loans will be included in the Trust Fund, and all references in this Agreement to “Trust Subordinate Companion\nWhole Loan” or “Trust Subordinate Companion Whole Loans” shall be disregarded.**\n\n“Trustee”:\nComputershare Trust Company, National Association, a national banking association, in its capacity as trustee, or its successor in interest,\nor any successor trustee appointed as herein provided. Computershare Trust Company, National Association will perform its obligations\nas Trustee through its Corporate Trust Services division.\n\n“Trustee Personnel”:\nThe divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.\n\n“Trustee/Certificate\nAdministrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related Interest\nAccrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date\nBalance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan\nas of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be\ncomputed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on\nthe related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate Administrator\nFee shall be payable from the Lower-Tier REMIC.\n\n“Trustee/Certificate\nAdministrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.015050% *per annum*.\n\n“UBS AG”:\nUBS AG New York Branch, an Office of the Comptroller of the Currency regulated branch of a foreign bank, and its successors in interest.\n\n“UBS AG Mortgage\nLoan Purchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between UBS AG and the Depositor.\n\n - 150 - \n\n \n\n“UBS AG Mortgage\nLoans”: The Mortgage Loans (or portions thereof) transferred by UBS AG to the Depositor and/or the Trust pursuant to the UBS\nAG Mortgage Loan Purchase Agreement and this Agreement.\n\n“Uncertificated\nInterest Balance”: The principal balance of an Uncertificated Interest (if issued) from time to time. **For avoidance of doubt,\nno Uncertificated Interest will be issued under this Agreement, and the Uncertificated Interest Balance shall at all times equal zero.**\n\n“Uncertificated\nInterest Owner”: The owner of an Uncertificated Interest (if issued) from time to time. **For avoidance of doubt, no Uncertificated\nInterest will be issued under this Agreement, and any references to “Uncertificated Interest Owner” in this Agreement shall\nbe disregarded.**\n\n“Uncertificated\nInterests”: The Uncertificated VRR Interest and any Loan-Specific Uncertificated Interests. **For avoidance of doubt, (i) no\nUncertificated VRR Interest will be issued under this Agreement, (ii) no Trust Subordinate Companion Loans will be included in the Trust\nFund, and accordingly no Uncertificated Interests shall relate to a Trust Subordinate Companion Loan and any references to an Uncertificated\nInterest relating to a Trust Subordinate Companion Loan shall be disregarded, and (iii) accordingly, no Uncertificated Interest will be\nissued under this Agreement, and any references to “Uncertificated Interest” in this Agreement shall be disregarded.**\n\n“Uncertificated\nVRR Interest”: If issued, an uncertificated interest in the Trust representing the right to receive or be allocated pursuant\nto Section 4.01(c) a pro rata portion (based on the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest relative\nto the sum of the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance) of any Combined VRR Available\nFunds and any Appraisal Reduction Amounts, Yield Maintenance Charges, Prepayment Interest Shortfalls, and Excess Interest allocated to\nthe Combined VRR Interest. For the avoidance of doubt, the parties hereto agree not to treat the Uncertificated VRR Interest as a security\nunder applicable law. For tax reporting purposes, the Uncertificated VRR Interest will accrue interest at the WAC Rate in effect from\ntime to time. If issued, the Uncertificated VRR Interest will constitute a class of “regular interests”, within the meaning\nof Code Section 860G(a)(1), in the Upper-Tier REMIC. If there had been VRR Specific Grantor Trust Assets, the Uncertificated VRR Interest\nwould have evidenced an undivided beneficial interest in a portion of such VRR Specific Grantor Trust Assets. **For the avoidance of\ndoubt, no Uncertificated VRR Interest will be issued, and all references in this Agreement to “Uncertificated VRR Interest”\nshall be disregarded.**\n\n“Uncertificated\nVRR Interest Balance”: With respect to the Uncertificated VRR Interest, (a) as of any date of determination on or prior to the\nfirst Distribution Date, an amount equal to the initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as specified\nin the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount equal to the\nUncertificated VRR Interest Balance of the Uncertificated VRR Interest on the Distribution Date immediately prior to such date of determination,\nafter any actual distributions of principal thereon and allocations of applicable Realized Losses thereto on such prior Distribution Date,\nand after any increases to the\n\n - 151 - \n\n \n\nUncertificated VRR Interest Balance on such\nprior Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable\nAdvances previously reimbursed out of collections of principal on the Mortgage Loans. **For avoidance of doubt, no Uncertificated VRR\nInterest shall be issued under this Agreement, and accordingly, the Uncertificated VRR Interest Balance shall at all times equal zero.**\n\n“Uncertificated\nVRR Interest Owner”: Any Person in whose name the Uncertificated VRR Interest is registered on the Certificate Register or other\nregistry of ownership maintained by the Certificate Administrator. Any Person in whose name the Uncertificated VRR Interest is registered\non the Certificate Register or other registry of ownership maintained by the Certificate Administrator. **For avoidance of doubt, no\nUncertificated VRR Interest shall be issued under this Agreement, and accordingly, there will be no Uncertificated VRR Interest Owner\nand all references in this Agreement to “Uncertificated VRR Interest Owner” shall be disregarded.**\n\n“Underwriter Exemption”:\nWith respect to each Underwriter and each Initial Purchaser, the Prohibited Transaction Exemption, if any, applicable to such Underwriter\nor Initial Purchaser as described under “ERISA CONSIDERATIONS” of the Prospectus.\n\n“Underwriters”:\nBMO Capital Markets Corp., Goldman Sachs & Co. LLC, SG Americas Securities, LLC, UBS Securities LLC, Wells Fargo Securities, LLC,\nAcademy Securities, Inc., Bancroft Capital, LLC, Blaylock Van, LLC and Drexel Hamilton, LLC.\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 Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii) (B)\nand (C) of Section 3.06(a) of this Agreement but that has not been recovered from the Mortgagor or otherwise from\ncollections on or the proceeds of the 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, an amount equal to the aggregate of: (a) all Principal Prepayments\nreceived on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced Mortgage Loans, all Principal\nPrepayments received during the period that renders them includable in the Aggregate Available Funds for such Distribution Date); and\n(b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage Loans and, to the extent allocable to the related\nMortgage Loan, on any REO Properties during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan or any\ninterest in REO Property acquired with respect thereto, all such proceeds received during the period that renders them includable in the\nAggregate Available Funds for such Distribution Date), whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation proceeds,\nnet income, rents, and REO Proceeds or otherwise, that were identified and applied by the Master Servicer (and/or, in the case of an Outside\nServiced Mortgage Loan, the related Outside Servicer) as recoveries of previously unadvanced principal of the related Mortgage Loan.\n\n“Unsolicited Information”:\nAs defined in Section 11.01(b)(iii) of this Agreement.\n\n - 152 - \n\n \n\n“Upper-Tier\nREMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Trust Subordinate\nCompanion Loan Regular Interests and amounts held from time to time in the Upper-Tier REMIC Distribution Account.\n\n“Upper-Tier\nREMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate sub-account\nwithin the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)\nof this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled\n“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company, National\nAssociation, as Trustee, for the benefit of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C15, and the Uncertificated Interest Owners, Upper-Tier REMIC Distribution Account” and which\nmust be an Eligible Account. The Upper-Tier REMIC Distribution Account shall be an asset of the Upper-Tier REMIC.\n\n“Upper-Tier\nResidual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),\nin the Upper-Tier REMIC and evidenced by the Class R Certificates.\n\n“U.S. Tax Person”:\nA citizen or resident of the United States, a corporation, 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, an estate\nwhose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is\nable to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to\ncontrol all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence\nas of August 20, 1996 that have elected to be treated as U.S. Tax Persons).\n\n“Vertically Retained\nCertificates”: All of the Class VRR Certificates collectively. For the avoidance of doubt, no Class VRR Certificates will be\nissued under this Agreement. Accordingly, all references in this Agreement to “Vertically Retained Certificate” and “Vertically\nRetained Certificates” shall be disregarded.\n\n“Vertically Retained\nPercentage”: A fraction, expressed as a percentage, the numerator of which is the initial Combined VRR Interest Balance of the\nCombined VRR Interest, and the denominator of which is the sum of (x) the aggregate initial Certificate Balance of all Classes of Principal\nBalance Certificates and (y) the initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest. **For the avoidance\nof doubt, the Vertically Retained Percentage shall at all times be 0%.**\n\n“Voting Rights”:\nThe portion of the voting rights of all of the Trust Certificates that is allocated to any Trust Certificate or Class of Trust Certificates.\nAt all times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes of Trust Certificateholders\nas follows: (a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Trust Certificates, allocated *pro\nrata* based upon their respective Notional Amounts\n\n - 153 - \n\n \n\nas of the date of determination (but only for\nso long as the Notional Amount of at least one Class of Interest-Only Trust Certificates is greater than zero), and (b) in the case\nof any Class of Principal Balance Certificates or Loan-Specific Principal Balance Certificates, a percentage equal to the product of 99%\n(or, if the Notional Amounts of all Classes of Interest-Only Trust Certificates have been reduced to zero, 100%) and a fraction, expressed\nas a percentage, the numerator of which is equal to the Certificate Balance of such Class of Principal Balance Certificates or Loan-Specific\nPrincipal Balance Certificates as of the date of determination, and the denominator of which is equal to the aggregate of the Certificate\nBalances of all Classes of the Principal Balance Certificates and Loan-Specific Principal Balance Certificates, in each case as of the\ndate of determination (provided that, if, but only if, expressly so provided herein in any circumstance, the allocation or exercise\nof Voting Rights for any particular purpose shall take into account the allocation of Appraisal Reduction Amounts to notionally reduce\nCertificate Balances). The Voting Rights of any Class of Trust Certificates shall be allocated among Holders of Trust Certificates of\nsuch Class in proportion to their respective Percentage Interests. The Class S and Class R Certificates and the Uncertificated Interests\nshall not be entitled to any Voting Rights.\n\n“VRR Allocation\nPercentage”: A percentage equal to the Vertically Retained Percentage divided by the Non-Vertically Retained Percentage. **For\navoidance of doubt, the VRR Allocation Percentage shall at all times be 0%.**\n\n“VRR Interest Distribution\nAmount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product of (A) the\nVRR Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders of the Non-Vertically Retained Regular Certificates\npursuant to Sections 4.01(b)(i), (iv), (vii), (x), (xiii), (xvi), (xix), (xxii)\nand (xxv) on such Distribution Date. **For the avoidance of doubt, no Combined VRR Interest will be issued under this Agreement.\nAccordingly, all references in this Agreement to “VRR Interest Distribution Amount” shall be disregarded.**\n\n“VRR Interest Transfer\nRestriction Period”: With respect to the Combined VRR Interest, the period from the Closing Date to the earlier of: (i) the\ndate that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced\nto 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the sum of the aggregate outstanding Certificate\nBalance of all Classes of Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest\nhas been reduced to 33% of the sum of the aggregate outstanding Certificate Balance of all Classes of Principal Balance Certificates and\nthe Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as of the Closing Date, and (C) two (2) years after the Closing\nDate; and (ii) in the sole discretion of the Retaining Sponsor and the Depositor, the date on which the provisions of Regulation RR applicable\nto the Retaining Sponsor, the Retaining Parties and the securitization transaction contemplated by this Agreement are repealed in their\nentirety or are otherwise eliminated and the Retaining Sponsor and the Depositor have determined that such repeal or elimination renders\nRegulation RR in its entirety inapplicable (and that there are no other risk retention requirements under the Dodd-Frank Act that\nwould be applicable) to the securitization transaction contemplated by this Agreement. **For the avoidance of doubt, no Combined VRR\nInterest will be issued under this Agreement. Accordingly, all references in this Agreement to “VRR Interest Transfer Restriction\nPeriod” shall be disregarded.**\n\n - 154 - \n\n \n\n“VRR Principal Distribution\nAmount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product of (A) the VRR\nAllocation Percentage and (B) the aggregate amount of principal distributed to the Holders of the Non-Vertically Retained Principal Balance\nCertificates pursuant to Sections 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii), (xx),\n(xxiii) and (xxvi) and the penultimate paragraph of Section 4.01(b) on such Distribution Date. **For the avoidance\nof doubt, no Combined VRR Interest will be issued under this Agreement. Accordingly, all references in this Agreement to “VRR Principal\nDistribution Amount” shall be disregarded.**\n\n“VRR Realized Loss\nInterest Distribution Amount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product\nof (A) the VRR Allocation Percentage and (B) the aggregate amount of interest on related reimbursed Realized Losses distributed to\nthe Holders of the Non-Vertically Retained Principal Balance Certificates pursuant to Sections 4.01(b)(iii), (vi),\n(ix), (xii), (xv), (xviii), (xxi), (xxiv) and (xxvii) on such Distribution Date. **For\nthe avoidance of doubt, no Combined VRR Interest will be issued under this Agreement. Accordingly, all references in this Agreement to\n“VRR Realized Loss Interest Distribution Amount” shall be disregarded.**\n\n“VRR Specific Grantor\nTrust Assets”: The portion of the Trust Fund consisting of (i) the Vertically Retained Percentage of any Excess Interest collected\non the ARD Mortgage Loans and (ii) the Vertically Retained Percentage of amounts held from time to time in the Excess Interest Distribution\nAccount (if established). **Because (a) the Trust Fund will not include ARD Mortgage Loans as of the Closing Date and (b) no Combined\nVRR Interest will be issued under this Agreement and the Vertically Retained Percentage shall at all times be 0%, there will be no VRR\nSpecific Grantor Trust Assets. Accordingly, all references in this Agreement to “VRR Specific Grantor Trust Assets” shall\nbe disregarded.**\n\n“WAC Rate”:\nWith respect to any Distribution Date, a *per annum* rate equal to the weighted average of the applicable Net Mortgage Pass-Through\nRates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted on the basis of their respective Stated\nPrincipal Balances immediately prior to such Distribution Date; provided, however, that in the case of any Loan REMIC Held Mortgage Loan,\n“Mortgage Loan” shall refer to the related Loan REMIC Regular Interest for purposes of this definition.\n\n“WFB”:\nWells Fargo Bank, National Association, a national banking association, and its successors interest.\n\n“WFB Mortgage Loan\nPurchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between WFB and the Depositor.\n\n“WFB Mortgage Loans”:\nThe Mortgage Loans (or portions thereof) transferred by WFB to the Depositor and/or the Trust pursuant to the WFB Mortgage Loan Purchase\nAgreement and this Agreement.\n\n“WFCM 2025-5C7 PSA”:\nThe Pooling and Servicing Agreement, dated as of December 1, 2025, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor,\nMidland Loan Services, a Division of PNC Bank, National Association, as master servicer and as\n\n - 155 - \n\n \n\na special servicer, CWCapital Asset Management\nLLC, as a special servicer, KeyBank National Association, as a special servicer, Computershare Trust Company, National Association, as\ncertificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset representations reviewer, as the same may\nbe amended from time to time in accordance with the terms thereof, pursuant to which the Wells Fargo Commercial Mortgage Trust 2025-5C7,\nCommercial Mortgage Pass Through Certificates, Series 2025-5C7 were issued.\n\n“WHFIT”:\nA “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or\nsuccessor provisions.\n\n“WHFIT Regulations”:\nTreasury Regulations section 1.671-5, as amended.\n\n“WHMT”:\nA “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor\nprovisions.\n\n“Whole Loan”:\nAn aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each of\nwhich is referred to as a “Companion Loan”), which Mortgage Loan and related Companion Loan(s) are: (i) each evidenced\nby one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured by the same Mortgage(s) encumbering\nthe same Mortgaged Property or portfolio of Mortgaged Properties. The term “Whole Loan” shall include any successor REO Mortgage\nLoan and the related successor REO Companion Loan(s) (or the related deemed Companion Loan(s), if applicable)). The only Whole Loans related\nto the Trust as of the Closing Date are identified in the Whole Loan Table. None of the Companion Loans identified in the Whole Loan Table\nare assets of the Trust other than any Trust Subordinate Companion Loan(s).\n\n“Whole Loan Custodial\nAccount”: With respect to any Serviced Whole Loan, one or more respective segregated accounts or sub-accounts (in the form\nof a separate account, subaccount or by written ledger of an Eligible Account which would be a subaccount or written ledger under (1)\nthe Collection Account, (2) if the Master Servicer is also the Other Servicer with respect to a related Serviced Companion Loan, the collection\naccount established under the Other Pooling and Servicing Agreement with respect to such Serviced Companion Loan or (3) if the Master\nServicer is not also the Other Servicer with respect to a related Serviced Companion Loan, another segregated account receiving or holding\nfunds which will be remitted to the Other Servicer with respect to such Serviced Companion Loan), in each case of (1), (2) or (3), created\nand maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such Serviced\nWhole Loan, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Midland\nLoan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Computershare Trust Company, National Association,\nas Trustee, for the benefit of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-5C15, the Uncertificated Interest Owners, and the related Serviced Companion Loan Holder, as their interests may appear.”\n\n“Whole Loan Special\nServicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Serviced Whole Loan\nor any related REO Property.\n\n - 156 - \n\n \n\n“Whole Loan Table”:\nThe table that appears under the heading “WHOLE LOANS” in the Preliminary Statement.\n\n“Withheld Amounts”:\nAs defined in Section 3.23 of this Agreement.\n\n“Workout-Delayed\nReimbursement Amounts”: With respect to any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan, the amount\nof any Advance made with respect to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan on or before the date\nsuch Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan becomes (or, but for the making of three monthly payments\nunder its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest\non such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date,\nif any, on which such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan becomes a Corrected Loan and (ii) the\namount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan Documents. That any amount\nconstitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder\nto determine in 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 equal to the applicable Workout Fee Rate applied to each collection\nof interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation Fee is paid)\nreceived on such Corrected Loan for so long as it remains a Corrected Loan; provided that no Workout Fee shall be payable by the\nTrust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Loan under clause (g)\nof the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan event of default actually occurs,\nunless the Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) is modified by the Special Servicer in accordance with the terms\nhereof; provided, further, that if a Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Specially\nServiced Loan under this Agreement only because of an event described in clause (a)(ii) of the definition of Specially Serviced Loan\nas a result of a payment default at maturity and the related collection of interest and principal is received within 90 days following\nthe related Maturity Date in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan (or Serviced\nWhole Loan, if applicable), the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate\nfees from the related Mortgagor in connection with such workout; provided, further, that the Workout Fee with respect to\nany Specially Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by\nor on behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) as described\nin the definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted from\na Workout Fee or Liquidation Fee.\n\n“Workout Fee Rate”:\nA rate equal to the lesser of (a) 1.0% (or 0.50% with respect to the Deptford Mall Mortgage Loan) and (b) such lower rate as\nwould result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default Interest\nand Excess Interest) on the subject Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable) from the date such Mortgage\nLoan (or related Serviced Whole Loan, if\n\n - 157 - \n\n \n\napplicable) becomes a Corrected Loan, through\nand including the then-related maturity date; provided that, if the rate in clause (a) above would result in a Workout\nFee that would be less than $25,000 when applied to each expected payment of principal and interest (other than Default Interest and Excess\nInterest) on the subject Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable) from the date such Serviced Mortgage Loan\n(or related Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then-related maturity date, then\nthe Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each\nexpected payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced Mortgage Loan (or related\nServiced Whole Loan, if applicable) from the date such Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable) becomes\na Corrected Loan through and including the then-related maturity date.\n\n“XML Format”:\nExtensible markup language electronic format.\n\n“Yield Maintenance\nCharge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium, if\nany, payable under the related Note in connection with certain prepayments.\n\n“ZBNA”:\nZions Bancorporation, N.A., a national banking association, and its successors in interest.\n\n“ZBNA Mortgage Loan\nPurchase Agreement”: The mortgage loan purchase agreement, dated as of June 1, 2026, by and between ZBNA and the Depositor.\n\n“ZBNA Mortgage Loans”:\nThe Mortgage Loans (or portions thereof) transferred by ZBNA to the Depositor and/or the Trust pursuant to the ZBNA Mortgage Loan Purchase\nAgreement and this Agreement.\n\nSection 1.02          \nCertain Calculations. Unless otherwise specified herein, the following provisions shall apply:\n\n(a)               \nAll calculations of interest with respect to the Mortgage Loans and Trust Subordinate Companion Loans shall be made in accordance\nwith the terms of the related Note and Mortgage.\n\n(b)              \nFor purposes of distribution of Yield Maintenance Charges to the Certificateholders pursuant to Section 4.01(d) of\nthis Agreement on any Distribution Date, the Class of Non-Vertically Retained Principal Balance Certificates as to which the Non-Vertically\nRetained Percentage of any prepayment shall be deemed to be distributed shall be determined on the assumption that the portion of the\nPrincipal Distribution Amount paid to the Non-Vertically Retained Principal Balance Certificates on such Distribution Date in respect\nof principal shall consist first of the Non-Vertically Retained Percentage of scheduled payments included in the definition of Principal\nDistribution Amount and second of the Non-Vertically Retained Percentage of prepayments included in such definition.\n\n(c)               \nAny Mortgage Loan or Trust Subordinate Companion Loan payment is deemed to be received by the Trust Fund on the date such payment\nis actually received by the Master Servicer, the Special Servicer or the Certificate Administrator; provided, however, that\nfor\n\n - 158 - \n\n \n\npurposes of calculating distributions on the\nCertificates, Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate Companion Loan are deemed to be received on\nthe date they are applied in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such\nMortgage Loan or Trust Subordinate Companion Loan on which interest accrues.\n\n(d)              \nFor purposes of calculating distributions on the Certificates and the Uncertificated VRR Interest and, in the absence of express\nprovisions in the related Loan Documents (and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing Agreement)\nto the contrary, for purposes of otherwise collecting amounts due under a Mortgage Loan, all amounts collected by or on behalf of the\nTrust in respect of any Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds\nor Insurance Proceeds (excluding, if applicable, in the case of each Serviced Whole Loan, any amounts payable to the holder(s) of the\nrelated Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority:\n\n(i)                            as a recovery\nof any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan, and\nunpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect to\nthe related Mortgage Loan;\n\n(ii)                         as a recovery\nof Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances at the Advance\nRate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described in the first proviso\nin the definition of “Aggregate Principal Distribution Amount”);\n\n(iii)                       to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such Mortgage\nLoan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive of\nDefault Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through\nthe end of the applicable Mortgage Loan interest accrual period, over (B) the sum of (1) (x) the aggregate portion of the accrued\nand unpaid interest described in subclause (A) of this clause (iii) that was not advanced because of the reductions (if\nany) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a)\nof this Agreement in connection with related Appraisal Reduction Amounts, and (y) with respect to any accrued and unpaid interest\nthat was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest\nthat (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because\nof the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred under Section 4.06(a)\nof this Agreement in connection with related Appraisal Reduction Amounts, and (2) the aggregate portion of the accrued and unpaid\ninterest described in subclause (A) of this clause (iii) that accrued at the related Net Mortgage Rate on the portion of the Stated\nPrincipal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which\nno P&I Advance was made (in each\n\n - 159 - \n\n \n\ncase after taking into account any allocations\npursuant to clause (v) below on earlier dates) ) (with respect to the Mountain Industrial Portfolio Mortgage Loan, such accrued and\nunpaid interest to be applied to the components thereof in sequential order, up to the accrued and outstanding interest on each such component);\n\n(iv)                      to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Mortgage Loan then due and\nowing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated,\nas a recovery of principal to the extent of its entire remaining unpaid principal balance) (with respect to the Mountain Industrial Portfolio\nMortgage Loan, such principal to be applied to the components thereof in sequential order until the outstanding principal balance of\neach such component is reduced to zero);\n\n(v)                        as a recovery\nof accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the sum of\n(A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have\ntheretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts or\nwould have occurred under Section 4.06(a) of this Agreement in connection with the related Appraisal Reduction Amounts but for\nsuch P&I Advance not having been made as a result of a determination by the Master Servicer, Special Servicer or Back-Up Advancing\nAgent that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any unpaid interest (exclusive of Default Interest\nand Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan\nequal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent\nthat collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause (v) on\nearlier dates) (with respect to the Mountain Industrial Portfolio Mortgage Loan, such accrued and unpaid interest to be applied to the\ncomponents thereof in sequential order, up to the accrued and outstanding interest on each such component);\n\n(vi)                     as a recovery\nof amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance\npremiums and similar items relating to such Mortgage Loan;\n\n(vii)                   as a recovery\nof any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;\n\n(viii)                as a recovery\nof any Yield Maintenance Charge then due and owing under such Mortgage Loan;\n\n(ix)                       as a recovery\nof any late payment charges and Default Interest then due and owing under such Mortgage Loan;\n\n(x)                           as a recovery\nof any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;\n\n - 160 - \n\n \n\n(xi)                        as a recovery\nof any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if applicable,\naccrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated\nto Consent Fees and, then, allocated to Operating Advisor Consulting Fees);\n\n(xii)                    as a recovery\nof any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance (with respect to the\nMountain Industrial Portfolio Mortgage Loan, such principal to be applied to the components thereof in sequential order, in each case\nuntil the outstanding principal balance of each such component is reduced to zero); and\n\n(xiii)                 in the case\nof an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest;\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 Loan\nDocuments) with respect to any partial release of a Mortgaged Property (including following a condemnation) at a time when the loan-to-value\nratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial release\n(based solely on the value of the real property and excluding personal property and going concern value, if any) must be collected and\nallocated to reduce the principal balance of the Mortgage Loan or the related Serviced Whole Loan in the manner permitted by the REMIC\nProvisions.\n\nInterest received on the\nMountain Industrial Portfolio Mortgage Loan pursuant to the foregoing shall be applied to the components thereof in sequential order,\nin each case to pay all accrued and outstanding interest on the subject component. Principal received on the Mountain Industrial Portfolio\nMortgage Loan pursuant to the foregoing shall be applied to the components thereof in sequential order, in each case until the outstanding\nprincipal balance of each such component is reduced to zero.\n\n(e)               \nCollections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of\nthe 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(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement)\nshall be deemed to be allocated for purposes of calculating distributions on the Certificates and the Uncertificated VRR Interest and\n(subject to any related Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due under\nthe Mortgage Loan in the following order of priority:\n\n(i)                             as a recovery of\nany unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO Mortgage Loan and\ninterest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect to the related\nREO Mortgage Loan;\n\n(ii)                          as a recovery\nof any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable Advances at the\n\n - 161 - \n\n \n\nAdvance 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 “Aggregate\nPrincipal Distribution Amount”);\n\n(iii)                       to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the related\nREO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive\nof Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage Rate in effect from time to time\nthrough the end of the applicable Mortgage Loan interest accrual period, over (B) the sum of (a) (x) the aggregate portion of\nthe accrued and unpaid interest described in subclause (A) of this clause (iii) that was not advanced because of the reductions\n(if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a)\nof this Agreement in connection with Appraisal Reduction Amounts, and (y) with respect to any accrued and unpaid interest that was\nnot advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent\nsuch determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the\nreductions in the amount of related P&I Advances for such REO Mortgage Loan that would have occurred under Section 4.06(a)\nof this Agreement in connection with related Appraisal Reduction Amounts, and (b) the aggregate portion of the accrued and unpaid interest\ndescribed in subclause (A) of this clause (iii) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal\nBalance of such REO Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I\nAdvance was made (in each case after taking into account any allocations pursuant to clause (v) below or clause (v) of\nSection 1.02(d) above on earlier dates) (with respect to the Mountain Industrial Portfolio Mortgage Loan, such accrued\nand unpaid interest to be applied to the components thereof in sequential order, up to the accrued and outstanding interest on each such\ncomponent);\n\n(iv)                     to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related REO Mortgage Loan\nto the extent of its entire unpaid principal balance (with respect to the Mountain Industrial Portfolio Mortgage Loan, such principal\nto be applied to the components thereof in sequential order until the outstanding principal balance of each such component is reduced\nto zero);\n\n(v)                        as a recovery\nof accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of\nthe sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such REO Mortgage Loan\nthat have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts\nor would have occurred under Section 4.06(a) of this Agreement in connection with the related Appraisal Reduction Amounts but\nfor such P&I Advance not having been made as a result of a determination by the Master Servicer, Special Servicer or Back-Up Advancing\nAgent that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any unpaid interest (exclusive of Default Interest\nand Excess Interest) that accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such\n\n - 162 - \n\n \n\nREO 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 (to the extent that collections have\nnot theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause (v) or\nclause (v) of Section 1.02(d) above) (with respect to the Mountain Industrial Portfolio Mortgage Loan, such accrued and\nunpaid interest to be applied to the components thereof in sequential order, up to the accrued and outstanding interest on each such component);\n\n(vi)                     as a recovery\nof any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;\n\n(vii)                  as a recovery\nof any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;\n\n(viii)               as a recovery\nof any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage Loan;\n\n(ix)                       as a recovery\nof any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and unpaid Excess Interest\n(and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, *first*, allocated to Consent Fees and, then,\nallocated to Operating Advisor Consulting Fees); and\n\n(x)                           in the case of\nan ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest.\n\nInterest received on the\nMountain Industrial Portfolio Mortgage Loan pursuant to the foregoing shall be applied to the components thereof in sequential order,\nin each case to pay all accrued and outstanding interest on the subject component. Principal received on the Mountain Industrial Portfolio\nMortgage Loan pursuant to the foregoing shall be applied to the components thereof in sequential order, in each case until the outstanding\nprincipal balance of each such component is reduced to zero.\n\n(f)               \nThe applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02\nshall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect\nof any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special\nServicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which case such applications\nshall be determined by the Master Servicer) in accordance with the Servicing Standard.\n\n(g)              \nFor purposes of calculating distributions on the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating\nto a particular Trust Subordinate Companion Loan and, in the absence of express provisions in the related Loan Documents and/or the related\nCo-Lender Agreement to the contrary, for purposes of otherwise collecting amounts due under a Trust Subordinate Companion Loan, all amounts\ncollected by or on behalf of the Trust in respect of any Trust Subordinate Companion Loan in the form of payments from the related Mortgagor,\nLiquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (excluding any\n\n - 163 - \n\n \n\namounts payable to the related Mortgage Loan\npursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority:\n\n(i)                            as a recovery\nof any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Trust Subordinate Companion\nLoan, and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with\nrespect to the related Trust Subordinate Companion Loan;\n\n(ii)                         as a recovery\nof Nonrecoverable Advances with respect to the related Trust Subordinate Companion Loan and any interest on those Nonrecoverable Advances\nat the Advance Rate, to the extent previously paid or reimbursed from principal collections on the related Trust Subordinate Companion\nLoan;\n\n(iii)                      to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such Trust Subordinate\nCompanion Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive\nof Default Interest and Excess Interest) accrued on such Trust Subordinate Companion Loan at the related Mortgage Rate in effect from\ntime to time through the end of the applicable mortgage interest accrual period, *over* (B) the sum of (1) (x) the aggregate portion\nof the accrued and unpaid interest described in subclause (A) of this clause (iii) that was not advanced because of the reductions (if\nany) in the amount of related P&I Advances for such Trust Subordinate Companion Loan that have theretofore occurred under Section 4.06(a)\nof this Agreement in connection with related Appraisal Reduction Amounts, and (y) with respect to any accrued and unpaid interest\nthat was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest\nthat (absent such determination of non-recoverability preventing such P&I Advance from being made) would not have been advanced because\nof the reductions in the amount of related P&I Advances for such Trust Subordinate Companion Loan that would have occurred under\nSection 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts, and (2) the aggregate portion\nof the accrued and unpaid interest described in subclause (A) of this clause (iii) that accrued at the related Net Mortgage Rate on the\nportion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any related Collateral Deficiency Amount in\neffect from time to time and as to which no P&I Advance was made (in each case after taking into account any allocations pursuant\nto clause (v) below on earlier dates);\n\n(iv)                     to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Trust Subordinate Companion Loan\nthen due and owing, including by reason of acceleration of such Trust Subordinate Companion Loan following a default thereunder (or,\nif such Trust Subordinate Companion Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid\nprincipal balance);\n\n(v)                        as a recovery\nof accrued and unpaid interest on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent\nof the sum of (A) the cumulative amount of the reductions (if any) in the amount of\n\n - 164 - \n\n \n\nrelated P&I Advances for such Trust\nSubordinate Companion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal\nReduction Amounts or would have occurred under Section 4.06(a) in connection with related Appraisal Reduction Amounts but\nfor the subject P&I Advance not having been made as a result of a determination by the Master Servicer, Special Servicer or Back-Up\nAdvancing Agent that such P&I Advance would have been a Nonrecoverable Advance plus (B) any unpaid interest (exclusive of Default\nInterest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Trust\nSubordinate Companion Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance\nwas made (to the extent that collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause\n(v) on earlier dates);\n\n(vi)                      as a recovery\nof amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance\npremiums and similar items relating to such Trust Subordinate Companion Loan;\n\n(vii)                  as a recovery\nof any other reserves to the extent then required to be held in escrow with respect to such Trust Subordinate Companion Loan;\n\n(viii)               as a recovery\nof any Yield Maintenance Charge then due and owing under such Trust Subordinate Companion Loan;\n\n(ix)                       as a recovery\nof any late payment charges and Default Interest then due and owing under such Trust Subordinate Companion Loan;\n\n(x)                          as a recovery\nof any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Trust Subordinate Companion Loan;\n\n(xi)                       as a recovery\nof any other amounts then due and owing under such Trust Subordinate Companion Loan other than remaining unpaid principal and other than,\nif applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing,\n*first*, allocated to Consent Fees and, *then*, allocated to Operating Advisor Consulting Fees); and\n\n(xii)                    as a recovery\nof any remaining principal of such Trust Subordinate Companion Loan to the extent of its entire remaining unpaid principal balance;\n\nprovided that, to the\nextent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under\nthe related Loan Documents) with respect to any partial release of a related Mortgaged Property (including following a condemnation) at\na time when the loan-to-value ratio of the related Trust Subordinate Companion Loan exceeds 125%, or would exceed 125% following\nany partial release (based solely on the value of the real property and excluding personal property and going concern value, if any) must\nbe collected and allocated to reduce the principal balance of such Trust Subordinate Companion Loan in the manner permitted by the REMIC\nProvisions.\n\n - 165 - \n\n \n\n(h)              \nCollections by or on behalf of the Trust in respect of any REO Property relating to a Trust Subordinate Companion Loan (exclusive\nof amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property\nand exclusive of any amounts payable to the related Mortgage Loan pursuant to the related Co-Lender Agreement) shall be deemed to be allocated\nfor purposes of calculating distributions on the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to\nsuch Trust Subordinate Companion Loan and (subject to the related Co-Lender Agreement) for purposes of otherwise collecting amounts due\nunder such Trust Subordinate Companion Loan in the following order of priority:\n\n(i)                            as a recovery\nof any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Trust Subordinate Companion\nLoan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect\nto such Trust Subordinate Companion Loan;\n\n(ii)                         as a recovery\nof any Nonrecoverable Advances with respect to such Trust Subordinate Companion Loan and any interest on those Nonrecoverable Advances\nat the Advance Rate, to the extent previously paid or reimbursed from principal collections on such Trust Subordinate Companion Loan;\n\n(iii)                      to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such Trust Subordinate\nCompanion Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive\nof Default Interest and Excess Interest) accrued on such Trust Subordinate Companion Loan at the related Mortgage Rate in effect from\ntime to time through the end of the applicable mortgage interest accrual period, over (B) the sum of (1) (x) the aggregate portion\nof the accrued and unpaid interest described in subclause (A) of this clause (iii) that was not advanced because of the reductions (if\nany) in the amount of related P&I Advances for the related Trust Subordinate Companion Loan that have theretofore occurred under\nSection 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts, and (y) with respect to any accrued\nand unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance,\nthe amount of interest that (absent such determination of non-recoverability preventing such P&I Advance from being made) would not\nhave been advanced because of the reductions in the amount of related P&I Advances for the related Trust Subordinate Companion Loan\nthat would have occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts,\nand (2) the aggregate portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that accrued at the\nrelated Net Mortgage Rate on the portion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any related\nCollateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case after taking into\naccount any allocations pursuant to clause (v) below or clause (v) of Section 1.02(g) above on earlier dates);\n\n - 166 - \n\n \n\n(iv)                     to the extent\nnot previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Trust Subordinate Companion\nLoan to the extent of its entire unpaid principal balance;\n\n(v)                        as a recovery\nof accrued and unpaid interest on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent\nof the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Trust Subordinate\nCompanion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal\nReduction Amounts or would have occurred under Section 4.06(a) in connection with related Appraisal Reduction Amounts but for\nthe subject P&I Advance not having been made as a result of a determination by the Master Servicer, Special Servicer or Back-Up Advancing\nAgent that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any unpaid interest (exclusive of Default Interest\nand Excess Interest) that accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such Trust Subordinate\nCompanion Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made\n(to the extent that collections have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates\npursuant to this clause (v) or clause (v) of Section 1.02(g) above);\n\n(vi)                     as a recovery\nof any Yield Maintenance Charge then due and owing under such Trust Subordinate Companion Loan;\n\n(vii)                  as a recovery\nof any late payment charges and Default Interest then due and owing under such Trust Subordinate Companion Loan;\n\n(viii)               as a recovery\nof any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Trust Subordinate Companion Loan;\nand\n\n(ix)                        as a recovery\nof any other amounts then due and owing under such Trust Subordinate Companion Loan other than, if applicable, accrued and unpaid Excess\nInterest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent Fees and, then,\nallocated to Operating Advisor Consulting Fees).\n\n(i)                \nThe applications of amounts received in respect of any Trust Subordinate Companion Loan pursuant to paragraph (g) of this Section 1.02\nshall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect\nof any Trust Subordinate Companion Loan or any REO Property pursuant to paragraph (h) of this Section 1.02 shall be determined\nby the Special Servicer in accordance with the Servicing Standard.\n\n(j)                \nAll net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion\nLoans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including,\nif and\n\n - 167 - \n\n \n\nwhen applicable, with respect to an Outside\nServiced Mortgage Loan or the related Mortgaged Property or any related REO Property) shall be made using the Calculation Rate.\n\n(k)              \nFor purposes of calculating Pass-Through Rates (where applicable) and distributions on, and allocations of applicable Realized\nLosses (where applicable) to, the Trust Certificates and the Uncertificated Interests, as well as for purposes of calculating the Servicing\nFee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee and the Asset Representations Reviewer Ongoing Fee payable each\nmonth, each REO Property (including any REO Property with respect to an Outside Serviced Mortgage Loan held pursuant to an Outside Servicing\nAgreement) will be treated as if the related Trust Loan and any related Companion Loan(s) had remained outstanding and the related Loan\nDocuments continued in full force and effect; and all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage\nPool” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context, will be deemed\nto also be references to or to also include, as the case may be, any related REO Mortgage Loan, and all references to “Companion\nLoan,” “Companion Loans,” “Trust Subordinate Companion Loan” or “Trust Subordinate Companion Loans”\n(or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context, will be deemed to also be\nreferences to or to also include, as the case may be, any related REO Companion Loan, and all references to “Trust Loan” and\n“Trust Loans” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context,\nwill be deemed to also be references to or to also include, as the case may be, any related REO Trust Loan. Each REO Loan will generally\nbe deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable, including the same\nfixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance.\nAmounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion of those amounts payable or reimbursable\nto the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,\nthe Back-Up Advancing Agent or the Trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts\nreceived in respect of the related REO Property, net of payments to be made, or reimbursements to the Master Servicer, the Special Servicer\nor the Back-Up Advancing Agent for payments previously advanced, in connection with the operation and management of that property, generally\nwill be applied by the Master Servicer as if received on the predecessor Mortgage Loan or Companion Loan, as applicable.\n\nSection 1.03          \nCertain Constructions. (a) For purposes of this Agreement, references\nto the most or next most subordinate Class of Non-Vertically Retained Regular Certificates outstanding at any time shall mean the most\nor next most subordinate Class of Non-Vertically Retained Regular Certificates then outstanding as among the Class A-1, Class A-2,\nClass A-3, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR and Class\nJ-RR Certificates; provided, however, that for purposes of determining the most subordinate Class of Non-Vertically Retained\nRegular Certificates, in the event that the Class A-1, Class A-2 and Class A-3 Certificates are the only Classes of Non-Vertically\nRetained Principal Balance Certificates outstanding, the Class A-1, Class A-2 and Class A-3 Certificates together will be treated\nas the most subordinate Class of Non-Vertically Retained Regular Certificates. For purposes of this Agreement, each Class of Certificates\n(other than the Class S and Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance\nor Notional Amount has not been reduced to zero. For purposes of this\n\n - 168 - \n\n \n\nAgreement, the Class R Certificates shall be\ndeemed to be outstanding so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.\n\n(b)              \nFor purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:\n\n(i)                            the terms defined\nin this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;\n\n(ii)                         references herein\nto “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions without\nreference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;\n\n(iii)                      a reference\nto a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in\nwhich the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;\n\n(iv)                     the words “herein”,\n“hereof”, “hereunder”, “hereto”, “hereby” and other words of similar import refer to\nthis Agreement as a whole and not to any particular provision; and\n\n(v)                        the terms “include”\nor “including” shall mean without limitation by reason of enumeration.\n\n(c)               \nFor the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust is required\nto indemnify a party to this Agreement, or a party to this Agreement is required to indemnify the Trust or another party to this Agreement,\nfor costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s\nfees and expenses) of the enforcement of such indemnity.\n\nArticle\nII\n\nCONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE\n\nCOMPANION LOANS; ORIGINAL ISSUANCE OF Trust CERTIFICATES\n\nSection 2.01          \nConveyance of Mortgage Loans and Trust Subordinate Companion Loans.\n\n(a)               \nThe Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as BMO 2026-5C15\nMortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the\nTrustee (as holder of the Lower-Tier Regular Interests, the Loan REMIC Regular Interest, and the Trust Subordinate Companion Loan\nRegular Interests) in trust without recourse for the benefit of the Certificateholders, the Loan-Specific Certificateholders and the Uncertificated\nInterest Owners all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor,\nin, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than\nSection 5(e), 5(f), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(m) (insofar\nas the indemnity relates to\n\n - 169 - \n\n \n\n \n\nthe failure in clause (ii) of such section\n5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18, 20,\n22, 23 and 24 (and, in the case of each of the BSPRT Mortgage Loan Purchase Agreement and the LCF Mortgage Loan Purchase Agreement, also\nSection 25) of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement, if any, (iv) each Trust Subordinate Companion\nLoan and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit\nof the Certificateholders, the Loan-Specific Certificateholders and the Uncertificated Interest Owners. Such assignment includes all interest\nand principal received or receivable on or with respect to the Trust Loans (other than payments of principal and interest and other amounts\ndue and payable on the Trust Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with\nrespect to the Trust Loans). Such assignment of any Outside Serviced Mortgage Loan is further subject to the terms and conditions of the\napplicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Trust Loans and the related rights\nand property accomplished hereby is absolute and, notwithstanding Section 12.08 of this Agreement, is intended by the parties\nto constitute a sale.\n\n(b)              \nIn connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall\ndirect each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with (or to cause\nto be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File for\neach Trust Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered, within five (5) Business\nDays after the Closing Date, to the Master Servicer. Notwithstanding anything to the contrary contained herein, (A) with respect to an\nOutside Serviced Mortgage Loan as of the Closing Date, the preceding document delivery requirements shall be deemed satisfied by the delivery\nby the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (i) with respect to the documents and/or instruments\nreferred to in clause (1) of the definition of “Mortgage File”, executed originals of the related documents, and (ii)\nwith respect to the documents and/or instruments referred to in clauses (2) through (20) of the definition of “Mortgage File”,\na copy of such documents (with the actual such documents to be delivered to the applicable Outside Custodian under the applicable Outside\nServicing Agreement), and (B) with respect to a Servicing Shift Mortgage Loan, the related Mortgage File delivered to and deposited with\nthe Custodian (on behalf of the Trustee) as contemplated by the first sentence of this Section 2.01(b) shall, on or after\nthe related Servicing Shift Date, be transferred to the Outside Custodian related to the securitization of the related Pari Passu Companion\nLoan evidenced by the related Servicing Shift Lead Note in accordance with the second paragraph of Section 2.01(c) and with\nthe expectation that the assignments referred to in clauses (4), (5) and (14) of the definition of “Mortgage File” (to\nthe extent that recordation of such item would have otherwise been required) will be recorded in the name of the trustee for that securitization.\nNone of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer shall be liable for any\nfailure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the related Mortgage Loan Purchase\nAgreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit (exclusive\nof those relating to an Outside Serviced Mortgage Loan), the applicable Mortgage Loan Seller shall deliver, on or before the Closing Date,\nto the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable\nMortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof\nto the Trustee (in care of the\n\n - 170 - \n\n \n\nMaster Servicer) for the benefit of Certificateholders,\nthe Uncertificated Interest Owners and, if applicable, the Loan-Specific Certificateholders and the related Serviced Companion Loan Holder,\nto the extent required in order for the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of Certificateholders,\nthe Uncertificated Interest Owners and, if applicable, the Loan-Specific Certificateholders and the related Serviced Companion Loan Holder\nin accordance with the applicable terms thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan Seller shall be\ndeemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)\nby delivering, on or before the Closing Date, with respect to any letter(s) of credit a copy thereof to the Custodian together with an\nOfficer’s Certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer\nor an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b).\nIf a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter\nof credit on behalf of the Trustee for the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the Loan-Specific\nCertificateholders and the related Serviced Companion Loan Holder(s) in accordance with the applicable terms thereof and/or of the related\nLoan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such\nassignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter\nof credit for processing) to the Master Servicer within 90 days of the Closing Date; provided that with respect to a Servicing Shift\nMortgage Loan, no such assignments shall be made until the earlier of (i) the related Servicing Shift Date, in which case such assignments\nshall be made in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and (ii) the earlier of (A)\n180 days after the Closing Date and (B) such time as any such letter of credit is required to be drawn upon by the Master Servicer,\nin which case such assignments shall be made in favor of the Trustee for the benefit of the Certificateholders, any related Loan-Specific\nCertificateholders and the Uncertificated Interest Owners and for the benefit of the holder(s) of the related Companion Loan(s), until\nthe occurrence of the related Servicing Shift Date. Contemporaneous with the securitization of the related Pari Passu Companion Loan evidenced\nby the related Servicing Shift Lead Note, any such letter of credit shall be assigned to the related Outside Servicer or related Outside\nTrustee, as applicable, as provided in the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement. The applicable Mortgage\nLoan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw\non such letter(s) of credit on behalf of the Trustee for the benefit of Certificateholders, the Uncertificated Interest Owners and, if\napplicable, the Loan-Specific Certificateholders and the related Serviced Companion Loan Holder, and shall cooperate with the reasonable\nrequests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under any such letter of\ncredit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of\nthe Trustee for the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the Loan-Specific Certificateholders\nand the related Serviced Companion Loan Holder.\n\nNotwithstanding anything\nto the contrary contained herein, with respect to each Co-sponsored Mortgage Loan, the obligations of each of the related Applicable Co-sponsors\nto deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to delivery to the Custodian of only\nthe Mortgage Note(s) evidencing the portion of such Co-sponsored Mortgage Loan being sold by such party (and any related allonge or assignment).\nWith\n\n - 171 - \n\n \n\nrespect to each Co-sponsored Mortgage Loan,\nthe obligations of the related Applicable Co-sponsors to deliver the remaining portion of the related Mortgage File or any remaining document\nrequired to be delivered with respect thereto shall be joint and several, provided that either of the related Applicable Co-sponsors may\ndeliver one Mortgage File (exclusive of the related Mortgage Notes) or one of any other remaining document required to be delivered with\nrespect to such Co-sponsored Mortgage Loan hereunder and such delivery shall satisfy the corresponding delivery requirements for each\nof the related Applicable Co-sponsors.\n\nWith respect to any Serviced\nMortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related\nMortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any such related comfort letter\nto the Trustee for the benefit of the Certificateholders, any related Loan-Specific Certificateholders and the Uncertificated Interest\nOwners (and, if applicable, the related Serviced Companion Loan Holder(s)) or have a new comfort letter (or any such new document or acknowledgement\nas may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,\nany related Loan-Specific Certificateholders and the Uncertificated Interest Owners (and, if applicable, the related Serviced Companion\nLoan Holder(s)), the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter period\nif required by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor\nfor the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement\nas may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include such\ndocument in the related Mortgage File) and the Master Servicer, and the Master Servicer shall use reasonable efforts in accordance with\nthe Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement\nas may be contemplated under the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable following\nreceipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian\nfor inclusion in the Mortgage File.\n\nAfter the Depositor’s\ntransfer of the Trust Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent\nwith the Trust’s ownership of the Trust Loans.\n\n(c)               \nThe Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase\nAgreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan Seller’s\nexpense, in the appropriate public recording office for real property records or UCC financing statements, as appropriate, each related\nassignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage File”\nand each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”, in each case in\nfavor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Mortgage Loan because the documents\nreferred to herein have been assigned to the related Outside Trustee. Notwithstanding the foregoing, with respect to a Servicing Shift\nMortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in the definition of “Mortgage File”\nmay be in blank and need not be recorded pursuant to this Agreement (to the extent recordation would have otherwise been required) until\nthe earliest of (i) the related Servicing Shift\n\n - 172 - \n\n \n\nDate, in which case such instruments shall\nbe completed and, if applicable, recorded in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement,\nand the related Mortgage Loan Seller shall deliver or cause the delivery of photocopies of any such instruments of assignment so completed\nand recorded to the Custodian, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related\nServicing Shift Date, in which case such assignments shall be completed and, if applicable, recorded in accordance with this Agreement\nupon such occurrence, and (iii) the expiration of 180 days following the Closing Date, in which case assignments shall be completed\nand, if applicable, recordations shall be effected in accordance with this Agreement upon such occurrence; and (B) on or promptly\nfollowing the related Servicing Shift Date and upon the transfer of servicing of the related Servicing Shift Mortgage Loan to the related\nOutside Servicing Agreement in accordance with the related Co-Lender Agreement, the Custodian shall deliver the originals of all documents\nconstituting the related Mortgage File and any other related Loan Documents (if not a part of the related Mortgage File) in its possession\n(other than the documents described in clause (1) of the definition of “Mortgage File”) to the related Outside Trustee\nor the Outside Custodian; provided that, prior to the delivery of any such original documents to the related Outside Trustee or\nOutside Custodian, the Custodian shall make and retain photocopies of any and all documents so delivered to the related Outside Trustee\nor the Outside Custodian; and provided, further, that, to the extent any instruments of assignment that are part of the Mortgage File\nhave been recorded or filed pursuant to this Agreement prior to the related Servicing Shift Date, the Trustee shall execute and deliver\nassignments to the Outside Trustee.\n\nThe Depositor hereby represents\nand warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement as to each Mortgage\nLoan (exclusive of any Outside Serviced Mortgage Loan) and each Trust Subordinate Companion Loan, that if it cannot deliver or cause to\nbe delivered the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition\nof “Mortgage File” solely because of a delay caused by the public recording or filing office where such document or instrument\nhas been delivered for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller or\nthe title agent to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each\nassignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous\nparagraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording\n(or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller shall deliver\nor cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that, in those instances\nwhere the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the applicable Mortgage\nLoan Seller or its designee shall obtain and provide to the Custodian a certified copy of the recorded original. On a monthly basis, at\nthe expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned\nassignments following the Custodian’s receipt thereof.\n\nIf the Custodian has received\nwritten notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a\ndefect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement)\npromptly to prepare or cause the preparation of a substitute\n\n - 173 - \n\n \n\ntherefor or cure such defect or cause such\ndefect to be cured, as the case may be, and to record or file, or with respect to any assignments that a third party on the Mortgage Loan\nSeller’s behalf has agreed to record or file as described above, to deliver to such third party the substitute or corrected document.\n\n(d)              \nIn connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect\nto any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Mortgage\nLoan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master Servicer within\nfive (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise\nrequired to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage\nLoans, the Trust Subordinate Companion Loans and any other related Serviced Companion Loan(s), (B) are reasonably necessary for the\nongoing administration and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered\nto the Rating Agencies in connection with the rating of the Trust Certificates), the Trust Subordinate Companion Loans or any other related\nServiced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans, the Trust Subordinate Companion\nLoans or any other related Serviced Companion Loans or holders of interests therein, and (C) are in possession or under control of\nthe applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments and reserve funds in the possession or under control\nof the applicable Mortgage Loan Seller that relate to such Mortgage Loans, the Trust Subordinate Companion Loans and any other related\nServiced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage\nLoan, the Trust Subordinate Companion Loans or any other related Serviced Companion Loan; provided that the applicable Mortgage\nLoan Seller shall not be required to deliver any draft documents, privileged or other related Mortgage Loan Seller communications, credit\nunderwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall\nhold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders, the Loan-Specific\nCertificateholders (if applicable) and the Uncertificated Interest Owners (and, insofar as they also relate to a Serviced Companion Loan\nheld outside the Trust, on behalf of and for the benefit of the applicable Serviced Companion Loan Holder). Notwithstanding anything to\nthe contrary, the foregoing provisions of this Section 2.01(d) shall not apply to the Outside Serviced Mortgage Loans. In\naddition, each Mortgage Loan Seller is required, pursuant to the related Mortgage Loan Purchase Agreement, to provide to the Master Servicer\nthe initial data with respect to its Mortgage Loans (and, if applicable, its Trust Subordinate Companion Loan(s)) for the CREFC®\nFinancial File and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant\nto this Agreement.\n\n(e)               \nIn connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver,\nand hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully\nexecuted original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification,\non the Closing Date.\n\n(f)               \nWith respect to a Serviced Whole Loan, the Custodian shall also hold the related Mortgage File for the use and benefit of the related\nServiced Companion Loan Holder(s).\n\n - 174 - \n\n \n\n(g)              \nThe parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes\nthe obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or Outside\nServicing Agreement.\n\n(h)              \nIt is not intended that this Agreement create a partnership or a joint-stock association.\n\n(i)                \nThe parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days\nafter the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for each of\nits Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) promptly upon completion of such\ndelivery of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan\nSeller is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided for in Section 12.04\nof this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the\nControlling Class Representative, the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate signed\nby such Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Designated Site constitute all documents\nrequired under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with\nthe electronic file structure reasonably requested by the Depositor (the “Diligence File Certification”).The Depositor\nshall have no responsibility for determining whether any Diligence Files delivered to it are complete and shall have no liability to the\nTrust or the Certificateholders, the Loan-Specific Certificateholders or the Uncertificated Interest Owners for the failure of any Mortgage\nLoan Seller to deliver a Diligence File (or a complete Diligence File) to the Depositor.\n\n(j)                \nWithin two (2) Business Day after the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL\nFile and the Initial Schedule AL Additional File in XML Format and Excel format and Annex A to the Prospectus in Excel format at the following\nemail address: NoticeAdmin@pnc.com.\n\n(k)              \nThe parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that, contemporaneously with the\nexecution of such Mortgage Loan Purchase Agreement by the Depositor and the related Mortgage Loan Seller, the related Mortgage Loan Seller\nis required to deliver to the Special Servicer a power of attorney (substantially in the form of Exhibit G to such Mortgage\nLoan Purchase Agreement) that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment\nand/or recordation of any documents and/or instruments relating to any related Trust Loan which have not been delivered, assigned or recorded\nat the time required for enforcement actions by the Special Servicer on behalf of the Trust Fund.\n\n(l)                \nNotwithstanding anything else in this Agreement, the parties agree that the trust established under this Agreement will be treated\nas a bare trust for Canadian federal income tax purposes.\n\n - 175 - \n\n \n\n(m)            \nIf any Mortgage Loan Seller delivers any Initial Month’s Interest Deposit Amount(s) to the Master Servicer pursuant to Section\n1 of the related Mortgage Loan Purchase Agreement, the Master Servicer shall promptly deposit such amount(s) into the Collection Account.\nIf any Mortgage Loan Seller delivers any Initial Interest Deposit Amount(s) to the Certificate Administrator pursuant to Section 1 of\nthe related Mortgage Loan Purchase Agreement, the Certificate Administrator shall promptly deposit such amount(s) into the Interest Reserve\nAccount.\n\n \n\nSection 2.02          \nAcceptance by the Trustee, the Custodian and the Certificate Administrator.\n\n(a)               \nThe Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its\nbehalf, of (i) the Trust Loans, the Loan REMIC Regular Interests and all documents delivered to it that constitute portions of the\nrelated Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice\nof any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently\nreceived by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the\nTrust Loans, the Loan REMIC Regular Interests and such other assets, together with any other assets subsequently delivered to it that\nare to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Trust Certificateholders and\nthe Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders pursuant to Section 2.01(f) of\nthis Agreement. With respect to each Serviced Whole Loan, the Custodian shall also hold the portion of such Mortgage File that relates\nto any Serviced Companion Loan in such Whole Loan that is held outside the Trust in trust for the use and benefit of the related Serviced\nCompanion Loan Holder. In connection with the foregoing, the Certificate Administrator, as the initial Custodian, hereby certifies to\neach of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Trust\nLoan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession, and\n(ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it with respect to such Trust\nLoan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute\nirregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate\nto such Trust Loan.\n\n(b)              \nOn or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following\nthe Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on\nwhich all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted\nfor the last affected Trust Loan), the Custodian shall review the documents delivered to it with respect to each Trust Loan, and the Custodian\nshall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement and the terms of the respective Mortgage\nLoan Purchase Agreements, certify in writing (substantially in the form of Exhibit N to this Agreement) to each of the other\nparties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced\nWhole Loan that is held outside the Trust, to the related Serviced Companion Loan Holder) that, as to each Trust Loan then subject to\nthis\n\n - 176 - \n\n \n\nAgreement (except as specifically identified\nin any exception report annexed to such certification, which exception report shall also be available in electronic format (including\nExcel-compatible format) upon request): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect\nto an Outside Serviced Mortgage Loan), (5), (6) (provided that the Custodian has been notified of any related modification), (7), (15)\nand (20) (for each Trust Loan that is part of a Whole Loan) of the definition of “Mortgage File” are in its possession; (ii) the\nrecordation/filing contemplated by Section 2.01(c) of this Agreement has been completed (based solely on receipt by the\nCustodian (whether that is the Certificate Administrator or any other Custodian appointed by it) of the particular recorded/filed documents);\n(iii) all documents received by the Custodian with respect to such Trust Loan have been reviewed by the Custodian and (A) appear\nregular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),\n(B) appear to have been executed (where appropriate) and (C) purport to relate to such Trust Loan; and (iv) based on the\nexaminations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing\ndocuments (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in\nthe Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan\nSchedule” accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses (2),\n(3), (4) and (6) of the definition of “Mortgage File” if the original of such document is not in the Custodian’s possession\nbecause it has not been returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this\nSection 2.02(b) should indicate the absence of such original. In addition, as it relates to the Outside Serviced Mortgage\nLoans, with respect to the items listed in clauses (1), (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage\nFile”, the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence of\nsuch document: (i) in the case of the item listed in clause (1) of the definition of “Mortgage File”, unless the Custodian\nis in possession of the original of such document; and (ii) in the case of the items listed in clauses (2), (3), (4), (5), (6), (7),\n(15) and (20) of the definition of “Mortgage File”, unless the Custodian is in possession of a copy of such document. If the\nCustodian’s obligation to deliver the certifications contemplated in this subsection terminates because two years have elapsed since\nthe Closing Date, the Certificate Administrator shall deliver (or cause any other Custodian appointed by it to deliver) a comparable certification\nto any party hereto, the Serviced Companion Loan Holder and any Underwriter and any Initial Purchaser on request.\n\n(c)               \nIt is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian\nis under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating\nto the Trust Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or\nappropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none of the Trustee,\nthe Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility for determining\nwhether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is\nin accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction.\n\n(d)              \nThe parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming\nthat the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6)\n(provided that the\n\n - 177 - \n\n \n\nCustodian has been notified of any related\nmodification), (7), (15) and (20) (for each Trust Loan that is part of a Whole Loan) of the definition of “Mortgage File”\nhave been received, appear regular on their face and such additional information as will be necessary for delivering the certifications\nrequired by Sections 2.02(a) and 2.02(b) of this Agreement, and such review is in no way intended to, nor shall it\nbe used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly\nbe reflected in any offering document. Any review of the Mortgage Files by the Custodian and any certification with respect thereto is\nnot intended to, and shall not be deemed by the parties to this Agreement to, constitute “due diligence services” or a “third\nparty due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act.\nAny recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this\nAgreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding\nthe foregoing, nothing in this Section 2.02(d) shall relieve any party to this Agreement from its obligation to deliver information\nto the Rating Agencies as required under and in accordance with the terms of this Agreement.\n\n(e)               \nIf, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage\nFile or Servicing File for any Trust Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the Master\nServicer (if it constitutes part of the Servicing File).\n\nSection 2.03          \nMortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches\nof Representations and Warranties.\n\n(a)               \nIf (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that\nany document required to be included in a Mortgage File by (or on behalf of) the related Mortgage Loan Seller has not been properly executed,\nis missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage\nLoan Schedule, or does not appear to be regular on its face (each, a “Document Defect”) or (B) discovers or receives\nnotice alleging a breach of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of\nthe related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer\nor (in the event the Special Servicer is not also copied on such Repurchase Request) the Depositor receives a Repurchase Request, then\nsuch Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior\nto the occurrence and continuance of a Consultation Termination Event), the other parties hereto (provided that any such notice to the\nTrustee or the Certificate Administrator shall be delivered in accordance with the penultimate paragraph of this Section 2.03(a)),\nany related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website\npursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously\nbeen delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or\nany such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect,\nthe value of the related Trust Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the\nTrustee or any Trust Certificateholder or any Uncertificated Interest Owner in the related Trust Loan or the related Mortgaged Property\n(or any related REO Property) or causes any Trust Loan to fail to be a Qualified Mortgage, then such Document Defect\n\n - 178 - \n\n \n\nshall, subject to Section 2.03(b),\nconstitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as\nthe case may be. The Enforcing Servicer shall determine, with respect to any affected Trust Loan (including any successor REO Trust Loan\nwith respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect\nor Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties\nhereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable\nMortgage Loan Seller (and in the case of (i) the BSPRT Mortgage Loans, with simultaneous notice to and demand on the BSPRT Guarantor,\nas guarantor of payment in connection with certain of BSPRT’s obligations (as set forth in Section 24 of the BSPRT Mortgage Loan\nPurchase Agreement and (ii) the LCF Mortgage Loans, with simultaneous notice to and demand on the LCF Guarantor, as guarantor of payment\nin connection with certain of LCF’s obligations (as set forth in Section 24 of the LCF Mortgage Loan Purchase Agreement) under the\nLCF Mortgage Loan Purchase Agreement, pursuant to the LCF Mortgage Loan Purchase Agreement) under the BSPRT Mortgage Loan Purchase Agreement,\npursuant to the BSPRT Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding\nthat the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s\n(x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect (or, in the\ncase of a Material Defect relating to a Trust Loan not being a Qualified Mortgage, not later than 90 days from any party discovering\nsuch Material Defect), cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund\nExpenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant\nto the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) or, if such Material Defect\ncannot be cured within such 90 day period, either (before the end of such 90-day period) (i) repurchase the affected Trust\nLoan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable\nPurchase Price by wire transfer of immediately available funds to the Collection Account or (ii) solely in the case of an affected Mortgage\nLoan, substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such\nsubstitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect\nto a Trust Subordinate Companion Loan) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall\nAmount in connection therewith, all in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,\nhowever, that a Mortgage Loan Seller may not repurchase a Trust Subordinate Companion Loan without repurchasing the related Mortgage\nLoan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such\nMaterial Defect is capable of being cured but not within such 90 day period, (ii) such Material Defect is not related to any\nTrust Loan not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding\nwith the cure of such Material Defect within such 90 day period, then such Mortgage Loan Seller shall have an additional 90 days\nto complete such cure or, in the event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed\nthat, in connection with such Mortgage Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller shall\ndeliver an Officer’s Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator setting\nforth the reasons such Material Defect is not capable of being cured within\n\n - 179 - \n\n \n\nthe initial 90 day period and what actions\nsuch Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that\nsuch Material Defect will be cured within such additional 90 day period); and provided, further, that, if any such\nMaterial Defect is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure\nof such Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer\nits cure, repurchase and/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies\nto the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material\nDefect is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently\npursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution\nmay continue beyond the date that is 18 months following the Closing Date. If the affected Trust Loan is to be repurchased, the Master\nServicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If\nthe affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which\nfunds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Trust Loan shall be\non a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after\nthe related Due Date in the month of substitution, and Monthly Payments due with respect to each Trust Loan being repurchased or replaced\nafter the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the\nrelated date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute\nMortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each\nTrust Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the\nrelated date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage\nLoan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each\nQualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder\nfor all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a)\nif the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which\ncase, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material\nDefect, the affected Mortgage Loan will be required to be repurchased.\n\nNotwithstanding the foregoing\nprovisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect to any\nMaterial Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing Servicer (in the\ncase of a Mortgage Loan, subject to the consent of the Controlling Class Representative if and for so long as the Controlling Class Representative\nis the applicable Directing Holder and, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific\nControlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable\nby such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss\nof Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust,\nand the amount of such Loss of Value Payment\n\n - 180 - \n\n \n\nshall be deposited into the Loss of Value Reserve\nFund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result\nof a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s\nreaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s\nrequest, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating\nto such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller\nas to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative\n(if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of a Trust Subordinate\nCompanion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific\nControlling Class Representative is the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation\nFees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees\nof the Asset Representations Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment,\nthe applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss\nof Value Payment is made, this paragraph describes the sole remedy available to the Trust Certificateholders, the Uncertificated Interest\nOwners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage\nLoan Seller shall not be obligated to repurchase or replace the affected Trust Loan or otherwise cure such Material Defect. This paragraph\nis intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer,\nprovided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or\nthe Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within the time\nframes 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 the affected Trust Loan).\n\nIn the case of a Material\nDefect with respect to any Co-sponsored Mortgage Loan, each related Applicable Co-sponsor shall be responsible for any remedies under\nthis Agreement and such Applicable Co-sponsor’s Mortgage Loan Purchase Agreement solely in respect of the portion of such Co-sponsored\nMortgage Loan evidenced by the related Note(s) sold by such Applicable Co-sponsor under its Mortgage Loan Purchase Agreement as if such\npromissory note(s) were a separate Mortgage Loan.\n\nIf (x) a Mortgage Loan is\nto be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is\npart of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to\nthe other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without\nregard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material\nDefect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated\nto repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document\nDefect, as applicable:\n\n - 181 - \n\n \n\n(A)            \nthe related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the\nSpecial Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage\nLoan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected\nLoan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause any Trust\nREMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter\nJ of the Code for federal income tax purposes at any time that any Trust Certificate is outstanding and (ii) will not result in the imposition\nof a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined\nin Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code); and\n\n(B)             \neach of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the\nAffected Loans and not the Other Crossed Loans:\n\n(1)              \nthe debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters\nimmediately preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for\nthe Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service\ncoverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding\nthe repurchase or replacement;\n\n(2)              \nthe loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of\n(A) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized\nGroup (including the Affected Loan(s)) set forth in Annex A to the Prospectus *plus* 10%, (B) the loan-to-value\nratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected\nLoan(s)) at the time of repurchase or replacement and (C) 75%; and\n\n(3)              \neither (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group\nwill not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized\nGroup or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies\nwith the related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise\nremedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise\nof remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.\n\n - 182 - \n\n \n\nThe determination of the\nEnforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the absence of\nmanifest error on the Trust Certificateholders, the Uncertificated Interest Owners, the other parties to this Agreement and the related\nMortgage Loan Seller. The Enforcing Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to\ncause to be delivered, to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining\nwhether the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan\nSeller if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, so long as no Consultation Termination\nEvent has occurred and is continuing, by the Controlling Class Representative (such approval not to be unreasonably withheld in each case).\n\nWith respect to any Defective\nMortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding paragraph\nare satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller and the Trustee,\nas successor to the Depositor, are bound by an agreement (set forth in the related Mortgage Loan Purchase Agreement) to forbear from enforcing\nany remedies against the other’s Primary Collateral but each is permitted to exercise remedies against the Primary Collateral securing\nits respective Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Affected Loan(s) still held\nby the Trust Fund. If the exercise of remedies by one such party would impair the ability of the other such party to exercise its remedies\nwith respect to the Primary Collateral securing the Affected Loan or the Other Crossed Loans, as the case may be, held by the other such\nparty, then both parties have agreed to forbear from exercising such remedies unless and until the Loan Documents evidencing and securing\nthe relevant Mortgage Loans can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the\nthreat of impairment as a result of the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of\nthe Mortgage Loans that form a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related\nLoan Documents, or otherwise on a *pro rata* basis based upon their outstanding Stated Principal Balances. All other terms of the\nrelated Mortgage Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall\nbe binding on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.\n\nPursuant to each Mortgage\nLoan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing a Trust Loan, the related\nMortgage Loan Seller shall not be obligated to repurchase the affected Trust Loan (or, in the case of any Co-sponsored Mortgage Loan,\nwith respect to each related Applicable Co-sponsor, the applicable portion of such Co-sponsored Mortgage Loan sold by such Applicable\nCo-sponsor under its Mortgage Loan Purchase Agreement) if (i) the affected Mortgaged Property(ies) may be released pursuant to the terms\nof any partial release provisions in the related Loan Documents (and such Mortgaged Property(ies) is, in fact, released), (ii) the remaining\nMortgaged Property(ies) satisfy the requirements, if any, set forth in the related Loan Documents and the related Mortgage Loan Seller\nprovides an opinion of counsel to the effect that such release would not (A) cause any Trust REMIC to fail to qualify as a REMIC for federal\nincome tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust or (B) result in the imposition of a tax upon\nany Trust REMIC or the Trust and (iii) each Rating Agency has provided a Rating Agency Confirmation.\n\n - 183 - \n\n \n\nTo the extent necessary and\nappropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney provided by\nthe Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the Loan Documents that\ncomplies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability of the Mortgage Loan Seller\nor the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held by such party resulting\nfrom the exercise of remedies by the other such party; provided that the Trustee shall not be liable for any misuse of any such\npower of attorney by the Master Servicer or Special Servicer, as applicable, or any of its agents or subcontractors. The Master Servicer\nshall advance all costs and expenses incurred by the Trustee, the Special Servicer and the Master Servicer with respect to any Cross-Collateralized\nGroup pursuant to this paragraph and the first, second and third preceding paragraphs, and such advances and interest thereon shall (i) constitute\nand be reimbursable as Property Advances and (ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased\nor replaced. Neither the Master Servicer nor the Special Servicer shall be liable to any Trust Certificateholder, any Uncertificated Interest\nOwner or any other party hereto if a modification of the Loan Documents described above cannot be effected for any reason beyond the control\nof the Master Servicer or the Special Servicer or should not be effected as determined by the Master Servicer or Special Servicer, as\napplicable, in accordance with the Servicing Standard.\n\nIf the Master Servicer, the\nSpecial Servicer or (in the event the Master Servicer or the Special Servicer are not also copied on such Repurchase Communication) the\nDepositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or\ngiven and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such\nparty shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto\n(provided that any such notice to the Trustee or the Certificate Administrator shall be delivered in accordance with the penultimate paragraph\nof this Section 2.03(a)), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination\nEvent), any Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website\npursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously\nbeen delivered to such Persons pursuant to this sentence). If the Master Servicer or the Special Servicer receives a Repurchase Communication\nthat any Trust Loan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”), or\nthat such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the Master Servicer or the\nSpecial Servicer, as applicable, shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase\nRequest Rejection to the other such party, the Depositor, the applicable Mortgage Loan Seller (unless it is the entity that has repurchased\nor replaced the subject Trust Loan or rejected such Repurchase Request), and the Certificate Administrator (in each case unless the proposed\nrecipient is the party that notified the Master Servicer or the Special Servicer, as applicable, thereof).\n\nEach notice of a Repurchase\nRequest, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to this Section 2.03(a)\n(each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a\nRepurchase Communication of such Repurchase Request, Repurchase Request\n\n - 184 - \n\n \n\nWithdrawal, Repurchase or Repurchase Request\nRejection, as applicable, and shall include (i) the identity of the related Trust Loan and the Person making the Repurchase Request,\n(ii) the date that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase\nRequest Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase\nRequest) and (iv) in the case of Rule 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request,\na statement as to whether the Special Servicer currently plans to pursue such Repurchase Request.\n\nIf the Trustee, the Master\nServicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase\nCommunication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party\nshall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase\nRequest Rejection to the Special Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling\nClass Representative, and include the following statement in the related correspondence: “This is a Repurchase Communication regarding\n[a “Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase\nRequest Rejection”] under Section 2.03(a) of the Pooling and Servicing Agreement relating to the BMO 2026-5C15 Mortgage Trust,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C15, requiring action by you as the recipient of such [Repurchase\nRequest] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase\nCommunication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer\npursuant to the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication\nof such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall\ncomply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase\nCommunication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.\n\nNo Person that is required\nto provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”)\nshall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney\nwork product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant\nto this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective\nAffiliates to comply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and\n(ii)(A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant\nto this Section 2.03(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute\na waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage\nLoan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.\n\nAny Repurchase Request or\nRepurchase Request Withdrawal to the Certificate Administrator or the Trustee must be submitted in writing or by email to *#NACCTMMGRepurchases@computershare.com*\nand to\n\n - 185 - \n\n \n\n*cctsecnotifications@computershare.com*\n(or such other email address as the Certificate Administrator or the Trustee shall designate from time to time) with a subject line of\n“Repurchase Request [Withdrawal] – BMO 2026-5C15”.\n\nOn or before the Closing\nDate, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement, which the Master Servicer shall\nprovide to each Sub-Servicer.\n\n(b)              \nSubject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject\nto Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the\ndocuments referred to in clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage File” in accordance with\nthis Agreement and the applicable Mortgage Loan Purchase Agreement for any Trust Loan shall be deemed a Material Document Defect; provided,\nhowever, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material\nDocument Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement\nof the lender’s rights or remedies under the related Trust Loan, defending any claim asserted by any Mortgagor or third party with\nrespect to the related Trust Loan, establishing the validity or priority of any lien on any collateral securing the related Trust Loan\nor any immediate significant servicing obligation.\n\nNotwithstanding any provision\nof this Agreement, if a Trust Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated\nby a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated\nby a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to such Trust Loan shall not be a Material\nDefect.\n\n(c)               \nIn connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or, if applicable,\na Trust Subordinate Companion Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian,\nthe Master Servicer and the Special Servicer shall each tender to the applicable repurchasing entity, upon delivery to each of them of\na receipt executed by the applicable repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File\nand other documents (including, without limitation, the Servicing File), and all Escrow Payments and reserve funds, pertaining to such\nTrust Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent\nnecessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents\nhave been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the\nmanner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect\nthe retransfer and reconveyance of such Trust Loan and the security thereof to the Mortgage Loan Seller or its designee; provided\nthat such tender by the Trustee, the Certificate Administrator and/or and the Custodian shall be conditioned upon its receipt from the\nMaster Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution\nhave been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver\nin its own name, on behalf of the Trust Certificateholders, the Uncertificated Interest Owners and the Trustee or any of them, the endorsements\nand assignments\n\n - 186 - \n\n \n\ncontemplated by this Section 2.03(c),\nand such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to an Outside\nServiced Mortgage Loan) in connection with the repurchase of, or substitution for, an REO Trust Loan and the Trustee shall execute and\ndeliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall\nnot be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or subcontractors. The parties\nto this Agreement acknowledge that the related Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute Mortgage\nLoan is substituted for a Defective Mortgage Loan by the related Mortgage Loan Seller as contemplated by this Section 2.03,\nthe related Mortgage Loan Seller will be required to deliver to the Custodian the related Mortgage File and to the Master Servicer all\nEscrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect\nthat such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified Substitute Mortgage\nLoan” in this Agreement.\n\nThe parties to this Agreement\nacknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is to be repurchased or replaced as contemplated\nby this Section 2.03, the related Mortgage Loan Seller will be required to amend the Mortgage Loan Schedule (as such term\nis defined in the related Mortgage Loan Purchase Agreement) to reflect the removal of any deleted Mortgage Loan and, if applicable, the\nsubstitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such amended Mortgage Loan Schedule\n(as such term is defined in the related Mortgage Loan Purchase Agreement) to the parties to this Agreement. Upon any substitution of a\nQualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute Mortgage Loan shall become part of the Trust\nFund and be subject to the terms of this Agreement in all respects.\n\n(d)              \nThe related Mortgage Loan Purchase Agreement provides the sole remedies available to the Trust Certificateholders and the Uncertificated\nInterest Owners, or the Trustee on behalf of the Trust Certificateholders and the Uncertificated Interest Owners, respecting any Document\nDefect or Breach with respect to any Trust Loan. For purposes of this Agreement, (i) any purchase, replacement or payment of any Loss\nof Value Payment by the BSPRT Guarantor, on behalf of BSPRT, of or with respect to any Mortgage Loan for which BSPRT is the related Mortgage\nLoan Seller shall be deemed a purchase, replacement or payment of Loss of Value Payment, as applicable, by BSPRT and (ii) any purchase,\nreplacement or payment of any Loss of Value Payment by the LCF Guarantor, on behalf of LCF, of or with respect to any Mortgage Loan for\nwhich LCF is the related Mortgage Loan Seller shall be deemed a purchase, replacement or payment of Loss of Value Payment, as applicable,\nby LCF.\n\n(e)               \nThe parties to this Agreement acknowledge, with respect to each Outside Serviced Mortgage Loan, that the related Mortgage Loan\nPurchase Agreement provides that if a “material document defect” (as such term or any analogous term is defined in the related\nOutside Servicing Agreement) exists under the related Outside Servicing Agreement with respect to the related Pari Passu Companion Loan\nthat is included in the Outside Securitization Trust established under the related Outside Servicing Agreement, and such Pari Passu Companion\nLoan is repurchased by or on behalf of the related Mortgage Loan Seller (or other responsible repurchasing entity) from such Outside Securitization\nTrust as a result of such “material document defect” (as such term or any analogous term is defined in such Outside Servicing\nAgreement), then the related\n\n - 187 - \n\n \n\nMortgage Loan Seller will be required to repurchase\nsuch Outside Serviced Mortgage Loan; provided, however, that such repurchase obligation does not apply to any “material document\ndefect” (as such term or any analogous term is defined in the related Outside Servicing Agreement) related solely to the promissory\nnote for the subject Pari Passu Companion Loan.\n\n(f)               \n(i)                                    In the event a Certificateholder (in the case of a Mortgage Loan) or a Loan-Specific Certificateholder (in the case of a\nTrust Subordinate Companion Loan) delivers a written request to a party to this Agreement that a Trust Loan be repurchased by the applicable\nMortgage Loan Seller alleging the existence of a Material Defect with respect to such Trust Loan and setting forth the basis for such\nallegation (a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase\nRequest to the Enforcing Servicer, and the Enforcing Servicer shall promptly forward that Certificateholder Repurchase Request to the\napplicable Mortgage Loan Seller and each other party to this Agreement.\n\n(ii)                                 In the event\nthat any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor\n(solely in its capacity as operating advisor) determines that a Trust Loan should be repurchased or replaced due to a Material Defect\n(without implying any duty of any such person that is not acting as the Enforcing Servicer to make, or attempt to make, such determination),\nor has knowledge of a Material Defect with respect to a Trust Loan, then such party shall deliver prompt written notice of such Material\nDefect to the Enforcing Servicer identifying the applicable Trust Loan and setting forth the basis for such allegation (a “PSA\nParty Repurchase Request”). Notwithstanding anything to the contrary in the first sentence of this clause (ii) or any\nother provision of this Agreement, the Trustee may, but is not obligated to, make a determination that a Trust Loan should be repurchased\nor, except in the case of a Trust Subordinate Companion Loan, be replaced due to a Material Defect. The Enforcing Servicer shall promptly\nforward such PSA Party Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement. Subject to subsections\n(g), (h), (i), (j) and (k) of this Section 2.03, the Enforcing Servicer shall act as the\nEnforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to each Repurchase Request.\nThe Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreements (including,\nwithout limitation, obligations resulting from a Material Defect) pursuant to the terms of this Agreement and the Mortgage Loan Purchase\nAgreements. Subject to the provisions of the applicable Mortgage Loan Purchase Agreement and this Agreement, such enforcement, including,\nwithout limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent and at such time as the\nEnforcing Servicer would require were it, in its individual capacity, the owner of the affected Trust Loan, and in accordance with the\nServicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of a Mortgage Loan\nSeller under the applicable Mortgage Loan Purchase Agreement shall be deemed to be Property Advances, to the extent not recovered from\nthe Mortgage Loan Seller or the applicable Requesting Certificateholder and/or Consultation Requesting Certificateholder.\n\n(iii)                              In the event\na Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request (a “Resolution\nFailure”), then the provisions described in Section 2.03(g) below shall apply*.*Receipt of the\n\n - 188 - \n\n \n\nRepurchase Request shall be deemed to\noccur two (2) Business Days after the Repurchase Request is sent to the related Mortgage Loan Seller in a commercially reasonable\nmanner. The fact that a Repurchase Request has been Resolved pursuant to clause (vi) of the definition of “Resolved”\nshall not preclude the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing otherwise\nset forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided by law. The provisions of subsections (g),\n(h) and (i) of this Section 2.03 apply solely to Repurchase Requests with respect to a Mortgage Loan (but not with respect to a\nTrust Subordinate Companion Loan), and any Certificateholder or Certificate Owner rights under such subsections may only be exercised\nby a Certificateholder or a Certificate Owner of a Certificate.\n\n(g)              \n(i)                                   After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase\nRequest was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a\nnotice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified\nin the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall make such notice\navailable to all other Certificateholders, Certificate Owners of Certificates and the Uncertificated VRR Interest Owner by posting such\nnotice on the Certificate Administrator’s Website indicating the Enforcing Servicer’s intended course of action with respect\nto the Repurchase Request. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request\ndoes not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase\nRequest, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the\nrelated Mortgage Loan Seller with respect to the Repurchase Request but a Requesting Certificateholder does not agree with the course\nof action selected by the Enforcing Servicer and, in the case of clause (a) or (b), a Requesting Certificateholder wishes to exercise\nits right to refer the matter to mediation (including non-binding arbitration) or arbitration, if any, then a Requesting Certificateholder\nmay deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within\n30 days from the date the Proposed Course of Action Notice was posted on the Certificate Administrator’s Website (the 30th\nday following the date of posting, the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its\nright to refer the matter to either mediation (including non-binding arbitration) or arbitration. In addition, any Certificateholder\nor Certificate Owner of a Certificate may deliver, prior to the Dispute Resolution Cut-off Date, a written notice (a “Consultation\nElection Notice”) requesting the right to participate in any Dispute Resolution Consultation (as defined in clause (iii)\nbelow) that is conducted by the Enforcing Servicer following the Enforcing Servicer’s receipt of a Preliminary Dispute Resolution\nElection Notice as provided in clause (iii) below.\n\n(ii)                                 If no Requesting\nCertificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, then no\nCertificateholder, Certificate Owner of a Certificate or Uncertificated VRR Interest Owner shall have the right to refer the Repurchase\nRequest to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course\nof action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any\nconsent or consultation rights of the Controlling Class\n\n - 189 - \n\n \n\nRepresentative if and for as long as\nit is the applicable Directing Holder or applicable Consulting Party.\n\n(iii)                              Promptly and\nin any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from a Requesting Certificateholder,\nthe Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention\nto elect either mediation (including non-binding arbitration) or arbitration as the dispute resolution method with respect to the\nRepurchase Request, and with any Consultation Requesting Certificateholder (the “Dispute Resolution Consultation”)\nso that each such Dispute Resolution Requesting Holder may consider the views of the Enforcing Servicer as to the claims underlying the\nRepurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business\nDays following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing\nServicer deems to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than\nfive (5) Business Days after completion of the Dispute Resolution Consultation, a Dispute Resolution Requesting Holder may provide a\nfinal notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration\n(“Final Dispute Resolution Election Notice”).\n\n(iv)                             If, following\nthe Dispute Resolution Consultation, no Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election Notice\nto the Enforcing Servicer, then no Certificateholder, Certificate Owner of a Certificate or Uncertificated VRR Interest Owner shall have\nany further right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated\nand entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights against the related Mortgage\nLoan Seller, subject to any consent or consultation rights of the applicable Directing Holder.\n\n(v)                                If a Dispute Resolution\nRequesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Dispute Resolution\nRequesting Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including non-binding arbitration)\nor arbitration. If more than one Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election Notice, then\nsuch Dispute Resolution Requesting Holders shall collectively become the Enforcing Party, and the holder or holders of a majority of\nthe Voting Rights among such Dispute Resolution Requesting Holder shall be entitled to make all decisions relating to such mediation\nor arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however,\nno Dispute Resolution Requesting Holder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days\nafter delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of any Dispute Resolution\nRequesting Holder to act as the Enforcing Party shall terminate and no Certificateholder, Certificate Owner of a Certificate or Uncertificated\nVRR Interest Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed\nCourse of Action Notice indicated that the Enforcing Servicer will take no further action with respect to the\n\n - 190 - \n\n \n\nRepurchase Request, then the related\nMaterial Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement, provided,\nhowever, that such Material Defect will not be deemed waived with respect to the Enforcing Servicer to the extent there is a material\nchange from the facts and circumstances known to it at the time when the Proposed Course of Action Notice was delivered by the Enforcing\nServicer, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under\nclause (ii), then the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action including,\nbut not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.\n\n(vi)                             Notwithstanding\nthe foregoing, the dispute resolution provisions described above under this Section 2.03(g) shall not apply, and the Enforcing\nServicer shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, if the Enforcing\nServicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that\nit is in the best interest of Certificateholders and the Uncertificated VRR Interest Owner to commence litigation with respect to the\nRepurchase Request to avoid the running of any applicable statute of limitations.\n\n(vii)                          In the event\na Dispute Resolution Requesting Holder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party\nto any proceedings against the related Mortgage Loan Seller as further described herein.\n\n(viii)                       For the avoidance\nof doubt, none of the Depositor, any Mortgage Loan Seller or any of their respective affiliates shall be entitled to be a Dispute Resolution\nRequesting Holder or otherwise vote Certificates owned by it or such Affiliate(s) with respect to a course of action proposed or undertaken\npursuant to the procedures described in this Section 2.03.\n\n(ix)                               The Dispute Resolution\nRequesting Holders are entitled to elect either mediation or arbitration with respect to a Repurchase Request in their sole discretion;\nprovided, however, no Dispute Resolution Requesting Holder shall be entitled to then utilize the alternative method in the event\nthat the initial method is unsuccessful, and no other Certificateholder, Certificate Owner of a Certificate or Uncertificated VRR Interest\nOwner shall be entitled to elect either arbitration or mediation in the event a mediation or arbitration is undertaken with respect to\nsuch Repurchase Request.\n\n(h)              \nIf the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:\n\n(i)                                    The mediation\nshall be administered by a nationally recognized mediation organization selected by the applicable Mortgage Loan Seller within 30 days\nof receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation Services Provider”)\nin accordance with published mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services Provider.\n\n - 191 - \n\n \n\n(ii)                                 The mediator\nshall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience\nin commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and\nwho will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at least ten\npotential qualified mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges\nwithin fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider\nshall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.\n\n(iii)                              Prior to accepting\nan appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of\ninterest or likely to preclude completion of the hearings within the prescribed time schedule.\n\n(iv)                             The parties shall\nuse commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business Days of the selection\nof the mediator and to conclude the mediation within 60 days thereafter.\n\n(v)                                The expenses of\nany mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing Party and the Enforcing\nServicer, as mutually agreed by the parties as part of the mediation (any such expenses allocated to the Enforcing Servicer shall be\nreimbursed as provided in clause (vi) below).\n\n(vi)                             Out-of-pocket\ncosts and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing Party\nor another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration), shall\nbe reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this\nAgreement.\n\n(i)                \nIf the Enforcing Party selects third-party arbitration, the following provisions will apply:\n\n(i)                                    The arbitration\nshall be administered by a nationally recognized arbitration organization selected by the related Mortgage Loan Seller within 30 days\nof receipt of written notice of the Enforcing Party’s selection of third-party arbitration (such provider, the “Arbitration\nServices Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated\nby the Arbitration Services Provider.\n\n(ii)                                 The arbitrator\nshall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial\nlitigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and who will be\nappointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten potential\narbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within 14 days\nand to rank the remaining potential arbitrators in\n\n - 192 - \n\n \n\norder of preference. The Arbitration\nServices Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties\nto the extent possible.\n\n(iii)                              Prior to accepting\nan appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of\ninterest or likely to preclude completion of the hearings within the prescribed time schedule.\n\n(iv)                             After consulting\nwith the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator shall devise\nprocedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding\nand completing the arbitration within 120 days. The arbitrator shall have the authority to schedule, hear, and determine any and\nall motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury matters\n(the “Rules”) (including summary judgment and other prehearing and post hearing motions), and will do so by reasoned\ndecision on the motion of any party to the arbitration.\n\n(v)                                Notwithstanding\nwhatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will\nbe presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith voluntarily\nproduce to all other parties all documents upon which they intend to rely and all documents they reasonably and in good faith believe\nto be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding Rule 30b-6\nwitnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant the parties,\nor either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such additional discovery\nis reasonable and necessary.\n\n(vi)                             The arbitrator\nshall make its final determination no later than 30 days after the conclusion of the hearings and submission of any post-hearing\nsubmissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement and\nthis Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements. The\narbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest\non any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final\ndetermination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any\nrecord or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to\nthe arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned\ndecision in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator shall\nbe final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and\nmay be enforced in any court of competent jurisdiction.\n\n - 193 - \n\n \n\n(vii)                          By selecting\narbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.\n\n(viii)                       No person may\nbring a putative or certified class action to arbitration.\n\n(j)                \nThe following provisions will apply to both mediation and third-party arbitration:\n\n(i)                                    Any mediation\nor arbitration will be held in New York, New York unless another location is agreed by all parties;\n\n(ii)                                 If the dispute\ninvolves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration or\nthe arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance\nmay during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration\npanel, solely by application in the Southern District of New York if such court shall have subject matter jurisdiction, or if the Southern\nDistrict of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New York. The arbitration\nproceedings shall not be stayed unless so ordered by the court.\n\n(iii)                              The details\nand/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section 2.03,\nincluding all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to\ninformally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any purpose, including impeachment,\nin any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 2.03). Such\ninformation will be kept strictly confidential and shall not be disclosed or shared with any third party (other than a party’s\nattorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure\nunder this Section 2.03), except as otherwise required by law, regulatory requirement or court order. If any party to a\nresolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body)\nfor such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall provide\nthe other party with a reasonable opportunity to object to the production of its confidential information.\n\n(iv)                             In the event\na Dispute Resolution Requesting Holder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall\nbe required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration\nor mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided\nthat the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined\nby such Enforcing Servicer in consultation with the Controlling Class Representative (provided that no Consultation Termination Event\nhas occurred and is continuing and only if an Excluded Mortgage Loan is not involved), and\n\n - 194 - \n\n \n\nin accordance with the Servicing Standard.\nAll amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the\nCollection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Dispute Resolution\nRequesting Holder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement\nreached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses\nallocated to the Dispute Resolution Requesting Holder.\n\n(v)                           In the event a\nDispute Resolution Requesting Holder is the Enforcing Party, the Dispute Resolution Requesting Holder shall be 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\nthe Enforcing Servicer or a trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted to redact any\npersonally identifiable customer information included in any information provided for purposes of any mediation or arbitration. Each\nparty to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request and the dispute\nresolution identified in connection with such procedures; provided, however, that (1) the Certificateholders and\nCertificate Owners shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.07,\n(2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to provide any Rule 15Ga-1\nNotice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such Rule 15Ga-1\nNotice the information required pursuant to Section 2.03(a) and (3) the applicable Mortgage Loan Seller shall be\npermitted to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1\nor Item 1104 of Regulation AB.\n\n(vii)                     For the avoidance\nof doubt, in no event shall the exercise of any right of a Dispute Resolution Requesting Holder to refer a Repurchase Request to mediation\nor arbitration or to participate in such mediation or arbitration affect in any manner the ability of the Special Servicer to perform\nits obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation, foreclosure, negotiation of a\nloan modification or workout, acceptance of a discounted pay off or deed-in-lieu, or bankruptcy or other litigation) or the exercise\nof any rights of the Controlling Class Representative if and for as long as it is the applicable Directing Holder.\n\n(viii)                  Any out-of-pocket\nexpenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable as expenses\nof the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement.\n\nSection 2.04          \nRepresentations and Warranties of the Depositor.\n\n(a)               \nThe Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Trust Certificateholders,\nthe Uncertificated Interest Owners and the\n\n - 195 - \n\n \n\nServiced Companion Loan Holders, and to the\nMaster Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as\nof the Closing Date, that:\n\n(i)                               The Depositor\nis a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is\nduly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the\nconduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on\nthe consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize\nthe execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this\nAgreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer\nthe Trust Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this\nAgreement, and has duly executed and delivered this Agreement;\n\n(ii)                            Assuming the\ndue authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of\nthe Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance\nwith the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar\nlaws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such\nenforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations\nof public policy;\n\n(iii)                         Neither the\nexecution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor the consummation\nby the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute\na default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated\nby clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree\nor order binding on the Depositor or its properties, or any of the provisions of any indenture or agreement or other instrument to which\nthe Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any\nof its properties pursuant to the terms of any such indenture, agreement or other instrument or (B) require any consent of, notice\nto, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor, except where, in any\nof the instances contemplated by clause (A) above or this clause (B), the failure to do so will not have a material and\nadverse effect on the consummation of any transactions contemplated by this Agreement;\n\n(iv)                        There is no litigation,\ncharge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in\nany court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially\nand adversely affect the validity of\n\n - 196 - \n\n \n\nthe Trust Loans or the ability of the\nDepositor to carry out the transactions contemplated by this Agreement;\n\n(v)                           The Depositor\nis not transferring the Trust Loans to the Trustee with any intent to hinder, delay or defraud its present or future creditors;\n\n(vi)                        No proceedings\nlooking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;\n\n(vii)                     Immediately\nprior to the transfer of the Trust Loans to the Trustee for the benefit of the Trust Certificateholders and the Uncertificated Interest\nOwners pursuant to this Agreement, the Depositor had such right, title and interest in and to each Trust Loan as was transferred to it\nby the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement;\n\n(viii)                  The Depositor\nhas not transferred any of its right, title and interest in and to the Trust Loans (as such was transferred to it by the Mortgage Loan\nSellers pursuant to the Mortgage Loan Purchase Agreements) to any Person other than the Trustee; and\n\n(ix)                          The Depositor\nis transferring all of its right, title and interest in and to the Trust Loans (as such was transferred to it by the Mortgage Loan Sellers\npursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the benefit of the Trust Certificateholders and the Uncertificated\nInterest Owners free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through\nthe Depositor.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder or any Serviced Companion Loan Holder) of a breach of any\nof the representations and warranties set forth in this Section which materially and adversely affects the interests of any party\nto this Agreement, the Trust Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special\nServicer or the Trustee in any Trust Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to\nthe other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance\nof a Consultation Termination Event, the Controlling Class Representative.\n\nSection 2.05          \nRepresentations, Warranties and Covenants of the Master Servicer.\n\n(a)               \nThe Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of\nthe Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date,\nthat:\n\n - 197 - \n\n \n\n(i)                               The Master Servicer\nis a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America,\nand the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary\nto perform its obligations under this Agreement;\n\n(ii)                            The execution\nand delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master\nServicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice\nor lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument\nto which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely\naffect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master\nServicer;\n\n(iii)                         The Master Servicer\nhas the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement,\nhas duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                        This Agreement,\nassuming due authorization, execution and delivery by each of 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, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement\nof creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such\nenforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions\nproviding or purporting to provide indemnification or contribution with respect to violations of securities laws;\n\n(v)                           The Master Servicer\nis not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement\ndo not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal,\nstate or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment,\nis likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the\nfinancial condition of the Master Servicer;\n\n(vi)                        No litigation\nis pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master\nServicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially\nand adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition\nof the Master Servicer;\n\n - 198 - \n\n \n\n(vii)                     Each officer\nor employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced\nCompanion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c)\nof this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements\nof Section 3.08(c) of this Agreement; and\n\n(viii)                  No consent,\napproval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required\nfor the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals,\nauthorizations and orders that previously have been obtained and those filings and registrations that previously have been completed\nand except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer\nto enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s\nsubsequent performance of this Agreement.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated\nInterest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.06          \nRepresentations, Warranties and Covenants of the Special Servicer.\n\n(a)               \nThe Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of\nthe Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor,\nthe Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date,\nthat:\n\n(i)                                The Special Servicer\nis a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida. The Special\nServicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform\nits obligations under this Agreement;\n\n(ii)                            The execution\nand delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by\nthe Special Servicer will not, (A) violate the Special Servicer’s organizational documents, articles of incorporation, limited\nliability company operating agreement or by-laws, as\n\n - 199 - \n\n \n\napplicable, or (B) constitute a\ndefault (or an event that, 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 that is applicable to it or any of its assets, in each case, which does\nor is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement\nor the financial condition of the Special Servicer;\n\n(iii)                         The Special\nServicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Agreement,\nassuming due authorization, execution and delivery by each of 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, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement\nof creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether\nsuch enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability\nof provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;\n\n(v)                           The Special Servicer\nis not in violation of, and its execution and delivery of this Agreement do not, 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 Special Servicer’s good faith\nand reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations\nunder this Agreement or the financial condition of the Special Servicer;\n\n(vi)                        No litigation\nis pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the\nSpecial Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely\nto materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the\nfinancial condition of the Special Servicer;\n\n(vii)                     Each officer\nor employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant\nto Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage\nLoans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c)\nof this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements\nof Section 3.08(c) of this Agreement; and\n\n - 200 - \n\n \n\n(viii)                  No consent,\napproval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required\nfor the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals,\nauthorizations and orders that previously have been obtained and those filings and registrations that previously have been completed\nand except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special\nServicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s\nsubsequent performance of this Agreement.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated\nInterest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.07          \nRepresentations and Warranties of the Trustee.\n\n(a)               \nThe Trustee hereby represents and warrants for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners\nand the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset\nRepresentations Reviewer and the Certificate Administrator, as of the Closing Date, that:\n\n(i)                               The Trustee is\na national banking association, duly organized, validly existing and in good standing under the laws of the United States of America;\nthe Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct\nits business and to execute, deliver and comply with its obligations under this Agreement;\n\n(ii)                            The execution\nand delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not violate the\nTrustee’s charter, articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event\nwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement\nor other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets;\n\n(iii)                         Except to the\nextent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee\nbe appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the\n\n - 201 - \n\n \n\nTrustee has the full power and authority\nto enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance\nof this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                        This Agreement,\nassuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Trustee,\nenforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy,\ninsolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors\ngenerally, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or\nat law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification\nor contribution with respect to violations of securities laws;\n\n(v)                           The Trustee is\nnot in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms\nof this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of\nany federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would\nhave consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would\nmaterially affect the ability of the Trustee to perform its duties hereunder or thereunder;\n\n(vi)                        No consent, approval,\nauthorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required\nfor the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to\nthe Closing Date; and\n\n(vii)                     No litigation\nis pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its entering into or\nmaterially and adversely affect its ability to perform its obligations under this Agreement.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated\nInterest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\n - 202 - \n\n \n\nSection 2.08          \nRepresentations and Warranties of the Certificate Administrator.\n\n(a)               \nThe Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Trust\nCertificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer,\nthe Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:\n\n(i)                               The Certificate\nAdministrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States\nof America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits,\nfranchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;\n\n(ii)                            The execution\nand delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will\nnot violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions 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 contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the\nCertificate Administrator or any of its assets;\n\n(iii)                         The Certificate\nAdministrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly\nauthorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                        This Agreement,\nassuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate\nAdministrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy,\ninsolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors\ngenerally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or\nat law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification\nor contribution with respect to violations of securities laws;\n\n(v)                           The Certificate\nAdministrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance\nand compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or\nany order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,\nwhich violation would have consequences that would materially and adversely affect the financial condition of the Certificate Administrator\nor might have consequences that would materially affect the ability of the Certificate Administrator to perform its duties hereunder\nor thereunder;\n\n - 203 - \n\n \n\n(vi)                        No consent, approval,\nauthorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required\nfor the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been\nobtained prior to the Closing Date; and\n\n(vii)                     No litigation\nis pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which\nwould prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Trust Loan or Serviced\nWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,\nthe Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation\nTermination Event, the Controlling Class Representative.\n\nSection 2.09          \nRepresentations, Warranties and Covenants of the Operating Advisor.\n\n(a)               \nThe Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Trust Certificateholders,\nthe Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer\nand the Certificate Administrator, as of the Closing Date, that:\n\n(i)                               The Operating\nAdvisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware;\nand the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent\nnecessary to perform its obligations under this Agreement;\n\n(ii)                            The execution\nand delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement by the Operating\nAdvisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an event that, with notice\nor lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument\nto which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely\naffect the ability of the Operating Advisor to perform its obligations under this Agreement;\n\n - 204 - \n\n \n\n(iii)                         The Operating\nAdvisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized\nthe execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                        This Agreement,\nassuming due authorization, execution and delivery by each of 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, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement\nof creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in\na proceeding in equity or at law, and (C) public policy considerations regarding the enforceability of provisions providing or\npurporting to provide indemnification or contribution with respect to violations of securities laws;\n\n(v)                           The Operating\nAdvisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of\nthis Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand\nof any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s good faith and\nreasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform its obligations under\nthis Agreement;\n\n(vi)                        No litigation\nis pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that would prohibit the\nOperating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable judgment, is likely\nto materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;\n\n(vii)                     The Operating\nAdvisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements of Section 3.08\nhereof;\n\n(viii)                 The Operating\nAdvisor is an Eligible Operating Advisor;\n\n(ix)                          The Operating\nAdvisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of\nthe Trust Fund; and\n\n(x)                             No consent, approval,\nauthorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for\nthe consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for any consent, approval, authorization\nor order which has not been obtained or cannot be obtained prior to the Closing Date, and which, if not obtained would not have a materially\nadverse effect on the ability of the Operating Advisor to perform its obligations hereunder.\n\n - 205 - \n\n \n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated\nInterest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,\nthe Controlling Class Representative.\n\nSection 2.10          \nRepresentations, Warranties and Covenants of the Asset Representations Reviewer.\n\n(a)               \nThe Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Trust\nCertificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer,\nthe Special Servicer and the Certificate Administrator, as of the Closing Date, that:\n\n(i)                               The Asset Representations\nReviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware;\nand the Asset Representations Reviewer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to\nthe extent necessary to perform its obligations under this Agreement;\n\n(ii)                            The execution\nand delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of this Agreement\nby the Asset Representations Reviewer, do not violate the Asset Representations Reviewer’s organizational documents or constitute\na default (or an event that, 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 that is applicable to it or any of its assets, in each case, which does\nor is likely to materially and adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this\nAgreement;\n\n(iii)                         The Asset Representations\nReviewer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized\nthe execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;\n\n(iv)                        This Agreement,\nassuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation\nof the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the terms hereof, subject\nto (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and\n\n - 206 - \n\n \n\nother laws affecting the enforcement\nof creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a\nproceeding in equity or at law, and (C) public policy considerations regarding the enforceability of provisions providing or purporting\nto provide indemnification or contribution with respect to violations of securities laws;\n\n(v)                           The Asset Representations\nReviewer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of\nthis Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand\nof any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations Reviewer’s good\nfaith and reasonable judgment, is likely to affect materially and adversely the ability of the Asset Representations Reviewer to perform\nits obligations under this Agreement;\n\n(vi)                        No litigation\nis pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations Reviewer\nthat would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations Reviewer’s\ngood faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations Reviewer to\nperform its obligations under this Agreement;\n\n(vii)                     The Asset Representations\nReviewer has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements of Section 3.08\nhereof;\n\n(viii)                  The Asset Representations\nReviewer is an Eligible Asset Representations Reviewer; and\n\n(ix)                          No consent, approval,\nauthorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for\nthe consummation by the Asset Representations Reviewer of the transactions contemplated by this Agreement, except for any consent, approval,\nauthorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and which, if not obtained would\nnot have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder.\n\n(b)              \nThe representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.\nUpon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate\nAdministrator (or upon written notice thereof from any Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects\nthe interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion\nLoan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the\nparty discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the\n\n - 207 - \n\n \n\nUncertificated Interest Owners, the Serviced\nCompanion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.\n\nSection 2.11          \nExecution and Delivery of Trust Certificates; Issuance of Lower-Tier Regular Interests and Trust Subordinate Companion\nLoan Regular Interests. The Trustee (i) acknowledges the assignment to it of the Trust Loans and the Loan REMIC Regular Interest\nand the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually\ndelivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently\nwith such delivery described in clause (i), declares that it holds the Trust Loans (exclusive of Excess Interest) and the\nLoan REMIC Regular Interest for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest\nand the Trust Subordinate Companion Loan Residual Interests) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently\nwith such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest\nCertificates and the Uncertificated VRR Interest Owner. Concurrently with such delivery described in clause (i) of the prior sentence,\n(i) the Lower-Tier Regular Interests, the Trust Subordinate Companion Loan Regular Interests, the Lower-Tier Residual Interest and\nthe Trust Subordinate Companion Loan Residual Interests shall be issued, and the Trustee and Certificate Administrator acknowledge the\nissuance thereof, in exchange for the assets of the Lower-Tier REMIC and the Trust Subordinate Companion Loan REMICs, as applicable,\n(ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and the Trust Subordinate\nCompanion Loan Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby\nacknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates\n(in respect of the Upper-Tier Residual Interest), the Uncertificated Interest Owners and the Holders of the Regular Certificates\nand the Loan-Specific Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii),\n(A) the Uncertificated Interests, the Regular Certificates, the Loan-Specific Certificates and the Upper-Tier Residual Interest shall\nbe issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the\nDepositor, (1) the Regular Certificates and the Loan-Specific Certificates, and (2) the Class R Certificates (representing\nthe Lower-Tier Residual Interest, the Trust Subordinate Companion Loan Residual Interests and the Upper-Tier Residual Interest),\nregistered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys\nall right, title and interest in and to any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and any other\nproperty constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall\nexecute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange\nfor the conveyance pursuant to the prior sentence. For the avoidance of doubt, no Uncertificated VRR Interest, Class VRR Certificates\nor Class S Certificates will be issued under this Agreement, and there are no VRR Specific Grantor Trust Assets and no Class S Specific\nGrantor Trust Assets, and no Grantor Trust shall be established hereunder.\n\nSection 2.12          \nMiscellaneous REMIC and Grantor Trust Provisions.\n\n(a)               \nThe respective Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC\nwithin the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is\nhereby designated as\n\n - 208 - \n\n \n\nthe sole class of “residual interests”\nin the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).\n\n(b)              \nThe respective related Trust Subordinate Companion Loan Regular Interests are hereby designated as “regular interests”\nin each Trust Subordinate Companion Loan REMIC (if any) within the meaning of Code Section 860G(a)(1), and the related Trust Subordinate\nCompanion Loan Residual Interest (if any) (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual\ninterests” in each Trust Subordinate Companion Loan REMIC (if any) within the meaning of Code Section 860G(a)(2).\n\n(c)               \nThe Regular Certificates, any Loan-Specific Certificates and any Uncertificated Interests are hereby designated as “regular\ninterests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest\n(evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier\nREMIC within the meaning of Code Section 860G(a)(2).\n\n(d)              \nThe Closing Date is hereby designated as the “Startup Day” of each Trust REMIC within the meaning of Code Section\n860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of: (i) the Trust Subordinate\nCompanion Loan Regular Interests, the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to any particular\nTrust Subordinate Companion Loan is the Rated Final Distribution Date for the related rated Loan-Specific Certificates; and (ii) the Lower-Tier\nRegular Interests, the Regular Certificates and the Uncertificated VRR Interest is the Rated Final Distribution Date for the rated Certificates.\n\n(e)               \nNone of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator\nshall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically\ncontemplated herein.\n\n(f)               \nThe Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of any Class\nS Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor\ntrust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates and the Uncertificated VRR\nInterest shall each represent undivided beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust\nAssets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the\nmeaning of subpart E, part I of subchapter J of the Code. However, for avoidance of doubt, no Uncertificated VRR Interest, Class VRR Certificates\nor Class S Certificates will be issued under this Agreement, and there are no VRR Specific Grantor Trust Assets or Class S Specific Grantor\nTrust Assets, and no Grantor Trust will be established hereunder.\n\n(g)              \n**For the avoidance of doubt: (i) no Class LVRR Lower-Tier Regular Interest, LUVRR Lower-Tier Regular Interest, Class VRR Certificates\nor Uncertificated VRR Interest shall be issued on the Closing Date, and any references to any such terms in this Agreement shall be disregarded;\n(ii) no Class S Certificates shall be issued on the Closing Date, and any references to such term in this Agreement shall be disregarded;\n(iii) there will**\n\n - 209 - \n\n \n\n**be no Trust Subordinate Companion Loans\nin the Trust Fund, no Trust Subordinate Companion Loan REMICs will be created, and no Trust Subordinate Companion Loan REMIC Regular\nInterests, Trust Subordinate Companion Loan REMIC Residual Interest or Loan-Specific Certificates will be issued on the Closing Date,\nand any references to any such terms in this Agreement shall be disregarded; (iv) there will be no Class VRR Specific Grantor Trust Asset\nor Class S Specific Grantor Trust Asset, and any references to any such terms in this Agreement shall be disregarded; and (v) the Trust\nFund will not include any Loan REMIC Held Mortgage Loan or Loan REMIC as of the Closing Date, and there will be no REMIC Declaration,\nLoan REMIC Regular Interest and Loan REMIC Residual Interest with respect to the Trust and no Loan REMIC Residual Distribution Account\nshall be established, and any references to any such terms in this Agreement shall be disregarded.**\n\nSection 2.13          \nBare Trust. Notwithstanding anything else in this Agreement, the parties acknowledge that the trust established under this\nAgreement is intended to be treated as a bare trust for Canadian federal income tax purposes. Accordingly, the parties to this Agreement\nagree not to make any Canadian tax filing or take any Canadian tax position that is inconsistent with the treatment of the trust as a\nbare trust. For the avoidance of doubt, none of the Trustee, the Certificate Administrator or any other party to this Agreement is responsible\nfor any Canadian tax administration, or has any liability for any Canadian tax consequences.\n\nArticle\nIII\n\nADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS and trust\n\nsubordinate companion loans\n\nSection 3.01          \nMaster Servicer to Act as Master Servicer; Administration of the Mortgage Loans and Trust Subordinate Companion Loans; Sub-Servicing\nAgreements; Outside Serviced Mortgage Loans.\n\n(a)               \nThe Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced\nLoans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall service\nand administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with the related Outside\nServiced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust\nFund and the Trustee (for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners (as a collective whole) or,\nwith respect to each Serviced Whole Loan, for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the\nrelated Serviced Companion Loan Holder(s) as a collective whole as if such Trust Certificateholders, the Uncertificated Interest Owners\nand such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account\nthe subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms and conditions of the related Co-Lender\nAgreement) in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced\nMortgage Loans or Serviced Whole Loans and, in the case of the Serviced Whole Loans, the related Co-Lender Agreement; and (iii) the\nServicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and\nany related Co-Lender Agreement or mezzanine loan intercreditor\n\n - 210 - \n\n \n\nagreement, the Master Servicer and Special\nServicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Outside\nServiced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer\nshall have full power and authority, acting alone or through Sub-Servicers (subject to paragraph (c) of this Section 3.01\nand to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and\nadministration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing\nStandard, in the best interests of the Trust Certificateholders, the Uncertificated Interest Owners and, in the case of a Serviced Whole\nLoan, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Trust Certificateholders, the Uncertificated Interest\nOwners and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) constituted a single lender (and, in the\ncase of a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject to\nthe terms and conditions of the related Co-Lender Agreement), including, without limitation, with respect to each Mortgage Loan and\nServiced Companion Loan, (A) other than with respect to the Outside Serviced Mortgage Loans, to prepare, execute and deliver, on behalf\nof the Trust Certificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and the Trustee or any of them:\n(i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on\neach Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24\nof this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage\nFile or defeasance of any Mortgage Loan or Serviced Companion Loan; and (iii) any and all instruments of satisfaction or cancellation,\nor of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loan (and any related Serviced\nCompanion Loan) or the related Mortgaged Property; and (B) including with respect to the Outside Serviced Mortgage Loans, to direct,\nmanage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer\nin their respective capacity on behalf of the Trustee or the Trust. Notwithstanding the foregoing, neither the Master Servicer nor the\nSpecial Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Serviced Companion\nLoan except under the circumstances described in Sections 3.03, 3.07, 3.09, 3.10 and 3.24 of this Agreement.\nThe Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans),\nthe Serviced Companion Loans and each related REO Property in accordance with applicable law and the terms thereof and hereof and the\nterms of any applicable Co-Lender Agreements and intercreditor agreements and shall provide to the Mortgagors any reports required\nto be provided to them thereby.\n\nSubject to Section 3.11\nof this Agreement, the Trustee shall: (i) within 10 Business Days of the Closing Date, execute and deliver to the Master Servicer and\nthe Special Servicer 10 original powers of attorney in the form of Exhibit AA-1 or Exhibit AA-2, as applicable, to this\nAgreement or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable; (ii)\nupon the receipt of a written request of a related Servicing Officer, execute and deliver to the Master Servicer any powers of attorney\nsubstantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and\nthe Master Servicer; (iii) upon the receipt of a written request of a related Servicing Officer, execute and deliver to the Special Servicer\nany powers of attorney in the form of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee\nand the Special Servicer;\n\n - 211 - \n\n \n\nand (iv) upon the receipt of a written request\nof a related Servicing Officer, execute and deliver to the Master Servicer or Special Servicer, as applicable, other documents reasonably\nacceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written\nrequest) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding\nanything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Sub-Servicer shall, without the\nTrustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating\nthe Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement\nof the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by\nsuch jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’\nwritten notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required\nin the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to\nfiling such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s\nor the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that\nactually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Sub-Servicer\nshall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or\nwillful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable.\n\n(b)              \nUnless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received\non a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following\nthe date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer\nshall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment\nCompany Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be\nredeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased pursuant to its\nterms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the receipt of such amounts.\nIf with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior to an event of default under the\nrelated Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the\nMaster Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence\nof an event of default under the related Serviced Loan; provided that any such amounts may be used, if permitted under the related\nLoan Documents, to defease the related Serviced Loan or, upon an event of default under the related Serviced Loan, to prepay the Serviced\nLoan.\n\n(c)               \nThe Master Servicer and the Special Servicer may each enter into Sub-Servicing Agreements with third parties (including a party\nthat has previously been engaged as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any\nsuch agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing\nStandard, (iii) other than with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the related Sub-Servicer,\n(iv) any such agreement\n\n - 212 - \n\n \n\nshall provide that, following receipt of the\napplicable Mortgage Loan Purchase Agreement from the Depositor, the Master Servicer or the Special Servicer, as applicable, shall provide\na copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify\nthe Master Servicer or the Special Servicer, as applicable, in writing within five (5) Business Days after such Sub-Servicer discovers\nor receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase\nRequest Withdrawal, a Repurchase or a Repurchase Request Rejection; (v) the Master Servicer or the Special Servicer, as applicable,\nshall notify the applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing Agreement in place on the Closing\nDate with a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement by the related Sub-Servicer (other\nthan an assignment to the Master Servicer (in the case of a Sub-Servicer engaged by the Master Servicer) or the Special Servicer (in the\ncase of a Sub-Servicer engaged by the Special Servicer)) shall be subject to the prior written consent of the Depositor (which consent\nshall not be unreasonably withheld, conditioned or delayed); (vii) any amendment or modification of such Sub-Servicing Agreement shall\nbe subject to the prior written consent of the Depositor (which consent shall not be unreasonably withheld, conditioned or delayed) if\nthe Master Servicer or the Special Servicer, as applicable, determines that, as a result of such amendment or modification, the Sub-Servicer\nwould become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i),\n(ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool\nassets; (viii) any such Sub-Servicing Agreement shall provide that it may be assumed by the Trustee or its designee (if the Trustee\nor its designee has assumed the duties of the Master Servicer or the Special Servicer, as applicable) or by any successor Master Servicer\nor Special Servicer, as applicable, without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party\nof the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02 hereof; (ix) any such\nSub-Servicing Agreement shall provide that the Trustee (for the benefit of the Trust Certificateholders, the Uncertificated Interest\nOwners and the related Companion Loan Holder (if applicable) and the Trust (as holder of the Lower-Tier Regular Interests, the Loan\nREMIC Regular Interest, and the Trust Subordinate Companion Loan Regular Interests) shall be a third party beneficiary under such Sub-Servicing\nAgreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated\nherein) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the\nMaster Servicer or Special Servicer, as applicable, any successor master servicer or special servicer or any Trust Certificateholder (or\nthe related Companion Loan Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising\ntherefrom; (ix) any such Sub-Servicing Agreement shall provide that the Sub-Servicer shall be in default under the related Sub-Servicing\nAgreement and such Sub-Servicing Agreement shall be terminated (unless such default is waived by the Depositor in writing) if the\nSub-Servicer fails (A) to deliver by the due date (which may take into account any grace period permitted pursuant to this Agreement)\nany Exchange Act reporting items required to be delivered to the Master Servicer, the Special Servicer, the Certificate Administrator\nor the Depositor under Article X or under the Sub-Servicing Agreement or to the master servicer or other applicable party under\nany other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its\ncovenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting\nitems required for any party to this Agreement to\n\n - 213 - \n\n \n\nperform its obligations under Article X\nor under the Exchange Act reporting requirements of any other pooling and servicing agreement that the Depositor is a party to; (x) any\nsuch Sub-Servicing Agreement shall comply with the requirements set forth in Section 10.17 of this Agreement; (xi) no Sub-Servicer\nshall be permitted under any Sub-Servicing Agreement to take (or determine not to take) action with respect to Major Decisions or Special\nServicer Decisions without the consent of the Master Servicer (in the case of Sub-Servicers engaged by the Master Servicer) or the Special\nServicer (in the case of Sub-Servicers engaged by the Special Servicer); and (xii) no Sub-Servicer shall be a Subsequent Third Party Purchaser,\na Loan-Specific Third Party Purchaser, the Operating Advisor, the Asset Representations Reviewer or any of their respective Risk Retention\nAffiliates. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so\nlong as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c).\nThe Master Servicer and the Special Servicer shall each be responsible for paying the servicing fees of any Sub-Servicer retained by it.\nThe Master Servicer or the Special Servicer, as applicable, shall, upon request, provide a copy of each Sub-Servicing Agreement (and any\nassignment thereof) entered into by it to the Depositor. A Sub-Servicer may be an affiliate of the Depositor, the Master Servicer or the\nSpecial Servicer. Notwithstanding the foregoing, the Special Servicer may not enter into any Sub-Servicing Agreement which provides for\nthe performance by third parties of any or all of its obligations under this Agreement without, with respect to any Mortgage Loan other\nthan an Excluded Mortgage Loan and prior to the occurrence and continuance of a Control Termination Event, the consent of the Controlling\nClass Representative, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.\n\nAny Sub-Servicing Agreement,\nand any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loans involving a Sub-Servicer, shall\nbe deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee,\nthe Certificate Administrator, the Custodian, the Operating Advisor, the Asset Representations Reviewer, the Trust Fund and the Trust\nCertificateholders and the Uncertificated Interest Owners shall not be deemed parties thereto and shall have no claims, rights, obligations,\nduties or liabilities (including, without limitation, any obligation to pay any termination fee to any Sub-Servicer as a result of\nthe termination of any Sub-Servicing Agreement) with respect to the Sub-Servicer, except as set forth in Section 3.01(d)\nof this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.\n\nAs part of its servicing\nactivities hereunder, each of the Master Servicer and the Special Servicer for the benefit of the Trustee, the Trust Certificateholders,\nthe Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders, shall (at no expense to the Trustee, the Trust\nCertificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan Holders or the Trust) monitor the performance and\nenforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement (except that, to the extent provided\nin Article X hereof, the Master Servicer shall be required only to use commercially reasonable efforts to cause any Mortgage\nLoan Seller Sub-Servicer to comply with the requirements of Article X hereof). Such enforcement, including, without limitation,\nthe legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit\nof other appropriate remedies, shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing\nStandard and the terms of this Agreement. Each of the Master Servicer and the Special Servicer shall have the right to\n\n - 214 - \n\n \n\nremove a Sub-Servicer retained by it in\naccordance with the terms of the related Sub-Servicing Agreement.\n\n(d)              \nIf the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the obligations of the Master\nServicer or the Special Servicer, as applicable, in accordance with Section 7.02, the Trustee or such successor, as applicable,\nto the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall,\nwithout act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master\nServicer or the Special Servicer, as applicable, under any Sub Servicing Agreement entered into by the Master Servicer or the Special\nServicer, as applicable, pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer\nor the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s,\nas applicable, interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the\nSpecial Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as\napplicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub Servicing Agreement had been assigned to the\nTrustee or such successor Master Servicer, as applicable, except that the Master Servicer or the Special Servicer, as applicable, shall\nnot thereby be relieved of any liability or obligations under such Sub Servicing Agreement that accrued prior to the succession of the\nTrustee or the successor Master Servicer or successor Special Servicer, as applicable.\n\nIn the event that the Trustee\nor any successor Master Servicer or successor Special Servicer, assumes the servicing obligations of the Master Servicer or the Special\nServicer, as applicable, upon request of the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, the\nMaster Servicer or the Special Servicer, as applicable, shall at its own expense deliver or cause to be delivered to the Trustee or such\nsuccessor Master Servicer or successor Special Servicer, as applicable, all documents and records relating to any Sub-Servicing Agreement\nand the Trust Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use\nits reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor\nMaster Servicer or successor Special Servicer, as applicable.\n\n(e)               \nThe parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender\nAgreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan and any related Trust\nSubordinate Companion Loan, and of the related Serviced Companion Loan Holder(s) under the related Co-Lender Agreement, including:\n(i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to\nthe Trust, as holder of the related Mortgage Loan and any related Trust Subordinate Companion Loan, and to the related Serviced Companion\nLoan Holder(s); (ii) with respect to the allocation of expenses and losses relating to such Serviced Whole Loan to the Trust, as\nholder of the related Mortgage Loan and any related Trust Subordinate Companion Loan, and to the related Serviced Companion Loan Holder(s);\n(iii) any consultation, consent and Special Servicer appointment rights of a related Serviced Companion Loan Holder or its Companion Loan\nHolder Representative, including those specified in this Agreement; (iv) any right of a related Companion Loan Holder to attend (in-person\nor telephonically) annual meetings with the Master Servicer or the Special Servicer, as\n\n - 215 - \n\n \n\napplicable, upon reasonable notice and at times\nreasonably acceptable to the Master Servicer or the Special Servicer, as applicable, for the purpose of discussing servicing issues related\nto such Serviced Whole Loan; (v) any right of a related Companion Loan Holder to cure certain defaults under the related Serviced Whole\nLoan; and (vi) any right of a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together\nwith any other related Serviced Pari Passu Companion Loans, if applicable). With respect to any Serviced Whole Loan, the Master Servicer\n(if such Serviced Whole Loan is a Performing Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially\nServiced Loan or the related Mortgaged Property has been converted to an REO Property) shall prepare and provide to the related Serviced\nCompanion Loan Holder(s) (or its Companion Loan Holder Representative), or, if applicable, the master servicer or special servicer for\nthe related Other Securitization Trust, on its behalf, all notices, reports, statements and communications to be delivered by the holder\nof the related Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties and obligations to be performed by\na servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant\nto the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to\nbe included herein pursuant to any Co-Lender Agreement for a Serviced Whole Loan are deemed incorporated herein by reference, and\nthe parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between this Agreement\nand a Co-Lender Agreement with respect to a Serviced Pari Passu Whole Loan, the terms of such Co-Lender Agreement shall control\nwith respect to such Serviced Pari Passu Whole Loan. For the avoidance of doubt, with respect to each Serviced Whole Loan, the related\nCo-Lender Agreement is not intended to prevent the Master Servicer from receiving Servicing Fees, as and to the extent provided under\nthis Agreement, earned on the related Mortgage Loan (to the extent not otherwise paid in accordance with the related Co-Lender Agreement)\nout of collections allocated to and received on such Mortgage Loan pursuant to the related Co-Lender Agreement.\n\nWith respect to any Serviced\nOutside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing Shift Date), subject to the\nrights of the Controlling Class Representative under this Agreement and any applicable consultation rights of the Operating Advisor (to\nthe extent set forth in Sections 3.29(f) and (g)), the Master Servicer (if such Serviced Outside Controlled Mortgage Loan\nis a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer Decision) or the Special Servicer (if\nsuch Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced Outside Controlled Mortgage Loan is a\nPerforming Serviced Loan and the matter involves a Major Decision or Special Servicer Decision) shall be entitled to exercise the rights\nand powers granted under the related Co-Lender Agreement to the “Non-Controlling Note Holder” (as such term or any\nanalogous term is defined in the related Co-Lender Agreement).\n\n(f)               \nNotwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Back-Up Advancing Agent be required\nto make any P&I Advance on any Companion Loan other than a Trust Subordinate Companion Loan and (b) if the Mortgage Loan and any related\nTrust Subordinate Companion Loan (or the related REO Property) that is part of a Serviced Whole Loan is no longer part of the Trust Fund,\nneither the Master Servicer nor the Back-Up Advancing Agent, as the case may be, shall have any obligation to make any Property Advance\non such Serviced Whole Loan. If pursuant to the foregoing sentence, the Master Servicer does not intend to make a Property Advance with\nrespect to a Serviced Whole Loan that the Master Servicer\n\n - 216 - \n\n \n\nwould have made if the related Mortgage Loan\nor REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the holder of the related Serviced Companion\nLoan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property\nAdvance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage\nLoan relating to a Serviced Whole Loan is removed from the Trust Fund, the Master Servicer shall deliver to the related Serviced Companion\nLoan Holder (or the master servicer of any securitization of the related Serviced Companion Loan) (i) a copy of the most recent inspection\nreport and the inspection report for the prior calendar year, (ii) copies of all financial statements collected from the related\nMortgagor for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other\nAppraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar\nyear.\n\n(g)              \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 each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced\nMortgage Loans are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the\nrelated Outside Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing Agreement.\nThe parties further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion\nLoan Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect to the allocation of\ncollections on or in respect of an Outside Serviced Whole Loan in accordance with the related Co-Lender Agreement. The Master Servicer\nshall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the rights by the Trustee\n(as holder of the Outside Serviced Mortgage Loans) under each related Co-Lender Agreement and each applicable Outside Servicing Agreement.\nThe Master Servicer or Special Servicer, as applicable, (under the power of attorney granted by the Trustee) shall take such actions as\nit shall deem reasonably necessary to facilitate the servicing of each Outside Serviced Companion Loan by the related Outside Servicer\nand the related Outside Special Servicer, including, but not limited to, delivering appropriate requests for release to the Custodian\n(if any) in order to deliver any portion of the related Mortgage Files to the related Outside Servicer or related Outside Special\nServicer under the applicable Outside Servicing Agreement.\n\nTo the extent that the Trust,\nas holder of an Outside Serviced Mortgage Loan for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners,\nis entitled to (i) consent to or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise\nany consultation rights with respect to “Major Decisions” or “Material Actions” (as such term or any analogous\nterm is defined in the applicable Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related REO\nProperty or any consultation rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous\nterm is defined in the applicable Outside Servicing Agreement), then the following party or parties (to the extent notified by the appropriate\nparty to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or consultation rights)\nshall actually exercise such consent, approval or consultation rights, and the respective parties to this Agreement shall take such actions\nas are reasonably\n\n - 217 - \n\n \n\nnecessary to allow the following party or parties\nto exercise such consent, approval or consultation rights: (a) the Controlling Class Representative (unless a Control Termination\nEvent exists or the Controlling Class Representative is not permitted to consent under the related Co-Lender Agreement) or the Special\nServicer (if a Control Termination Event exists or if the Controlling Class Representative is not permitted to consent under the related\nCo-Lender Agreement) shall exercise any such consent or approval rights, in each case in accordance with Section 3.01(i);\nand (b) the Controlling Class Representative (unless a Consultation Termination Event exists or the Controlling Class Representative\nis not permitted to consult under the related Co-Lender Agreement) or the Special Servicer (if a Consultation Termination Event exists\nor if the Controlling Class Representative is not permitted to consult under the related Co-Lender Agreement) shall exercise any such\nconsultation rights entitled to be exercised by the holder of such Outside Serviced Mortgage Loan in accordance with Section 3.01(i);\nprovided, that after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such consultation\nrights shall be exercised by the Special Servicer or the Controlling Class Representative, as applicable, jointly with the Operating Advisor\n(but in the case of the Operating Advisor, only with respect to matters similar to Major Decisions). The Master Servicer shall only be\nobligated to forward any requests received from the Outside Servicer or the Outside Special Servicer, as applicable, for such consent\nand/or consultation to the Special Servicer (who shall forward any such request to the Controlling Class Representative except if a Control\nTermination Event or Consultation Termination Event, as applicable, has occurred and is continuing or if the Controlling Class Representative\nis not permitted to consent or consult, as applicable, under the related Co-Lender Agreement and, following the occurrence and during\nthe continuance of an Operating Advisor Consultation Trigger Event, to the Operating Advisor), and the Master Servicer shall have no right\nor obligation to exercise any such consent or consultation rights.\n\nIn addition to such consent,\napproval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing\nand the Controlling Class Representative is permitted to exercise the subject right under the related Co-Lender Agreement) and the Special\nServicer (if a Control Termination Event has occurred and is continuing or the Controlling Class Representative is not permitted to exercise\nthe subject right under the related Co-Lender Agreement), on behalf of the Trust, as holder of each Outside Serviced Mortgage Loan for\nthe benefit of the Trust Certificateholders and the Uncertificated VRR Interest Owner, will have the right (exercisable in its sole discretion),\nto the extent provided in the related Co-Lender Agreement and/or the applicable Outside Servicing Agreement, to attend (in-person\nor telephonically) annual meetings with the related Outside Servicer or Outside Special Servicer, as applicable, upon reasonable notice\nand at times reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing\nservicing issues related to such Outside Serviced Whole Loan.\n\nNone of the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation or\nauthority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable Outside\nServicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion Loan related\nto an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to provide information to the Trustee\nor any other Person with respect to the Outside Serviced Mortgage Loans and any Outside Serviced Companion Loan related to an Outside\nServiced\n\n - 218 - \n\n \n\nMortgage Loan is dependent on their receipt\nof the corresponding information from the related Outside Servicer or the related Outside Special Servicer, as applicable.\n\n(h)              \nThe parties hereto acknowledge that each Outside Serviced Whole Loan is subject to the terms and conditions of the respective Co-Lender\nAgreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside Serviced Mortgage\nLoan and the related Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer and Outside\nSpecial Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the event that the applicable Outside\nServiced Companion Loan is no longer part of the trust fund created by the applicable Outside Servicing Agreement and the related Outside\nServiced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Outside\nServiced Whole Loan shall be serviced in accordance with the applicable provisions of the applicable Outside Servicing Agreement as if\nsuch agreement was still in full force and effect with respect to the related Outside Serviced Whole Loan, until such time as a new servicing\nagreement has been agreed to by the parties to the related Co-Lender Agreement in accordance with the provisions of such agreement\nand confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification\nor withdrawal of the then current ratings of any Class of Certificates then outstanding and any other requirements applicable to the related\nOutside Serviced Mortgage Loan.\n\n(i)                \nThe parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender\nAgreement. With respect to each Outside Serviced Whole Loan, the parties hereto recognize the respective rights and obligations of the\nrelated Outside Serviced Whole Loan Noteholders under the related Co-Lender Agreement, including with respect to the allocation of\ncollections and losses on or in respect of the related Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)\nand the making of payments to the related Outside Serviced Whole Loan Noteholders in accordance with the related Co-Lender Agreement\nand the applicable Outside Servicing Agreement. The parties hereto further acknowledge that, pursuant to the related Co-Lender Agreement,\neach Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s) are to be serviced and administered by the related\nOutside Servicer and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and that payments allocated\nto each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loans pursuant to the applicable Outside Servicing Agreement\nand the related Co-Lender Agreement are to be made by related Outside Servicer. Although each Outside Serviced Mortgage Loan is not\nserviced and administered hereunder, the Master Servicer and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan\nshall have certain duties as set forth herein and shall constitute the “Master Servicer” and “Special Servicer”\nhereunder with respect to each such Outside Serviced Mortgage Loan.\n\nIf there are at any time\namounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or\nthe applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party to the\napplicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master Servicer, Special Servicer, Trustee,\nCertificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or amendment of, or\n\n - 219 - \n\n \n\nother loan-level action related to, such\nOutside Serviced Mortgage Loan (except a modification, waiver or amendment of the applicable Outside Servicing Agreement or the related\nCo-Lender Agreement which shall not be subject to the operation of this sentence but shall instead be subject to the operation of\nthe provisions below in this paragraph), the party hereto that receives such request shall (but in the case of the Master Servicer subject\nto the limitation that it shall only be required to deliver any such request to the Special Servicer) promptly deliver a copy of such\nrequest to the Controlling Class Representative (if no Control Termination Event (in the case of consent rights) or Consultation Termination\nEvent (in the case of consultation rights) exists and the Controlling Class Representative may consent or consult, as applicable, under\nthe related Co-Lender Agreement) or to the Special Servicer (if a Control Termination Event (in the case of consent rights) or Consultation\nTermination Event (in the case of consultation rights) exists or if the Controlling Class Representative is not permitted to consent or\nconsult, as applicable, under the related Co-Lender Agreement), as applicable, and, following the occurrence and during the continuance\nof an Operating Advisor Consultation Trigger Event, to the Operating Advisor, and (a) any such consent rights shall be exercised by the\nControlling Class Representative (unless a Control Termination Event exists or the Controlling Class Representative is not permitted to\nconsent under the related Co-Lender Agreement) or by the Special Servicer (if a Control Termination Event exists or if the Controlling\nClass Representative is not permitted to consent under the related Co-Lender Agreement) and (b) any such consultation rights shall be\nexercised by the Controlling Class Representative (unless a Consultation Termination Event exists or the Controlling Class Representative\nis not permitted to consult under the related Co-Lender Agreement) or by the Special Servicer (if a Consultation Termination Event exists\nor if the Controlling Class Representative is not permitted to consult under the related Co-Lender Agreement); provided, that after\nthe occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such consultation rights shall be exercised\nby the Special Servicer or the Controlling Class Representative, as applicable, jointly with the Operating Advisor (but, in the case of\nthe Operating Advisor, only with respect to matters similar to Major Decisions); and provided, further, that, if such Outside\nServiced Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then the Controlling\nClass Representative or the Special Servicer, as applicable, shall not exercise any such right of consent without first having obtained\n(or having caused the related Outside Servicer or Outside Special Servicer to obtain) or received such Rating Agency Confirmation (payable\nat the expense of the party making such request for consent or approval if such requesting party is a Certificateholder, the Uncertificated\nVRR Interest Owner or a party to this Agreement, and otherwise payable from the Collection Account). If a Responsible Officer of the Trustee,\nCertificate Administrator or Custodian receives actual notice of a termination event under the applicable Outside Servicing Agreement,\nthen the Trustee, Certificate Administrator or Custodian, as applicable, shall notify the Master Servicer (in writing), and the Master\nServicer shall act in accordance with the instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class\nRepresentative in accordance with the applicable Outside Servicing Agreement with respect to such termination event (provided that the\nMaster Servicer shall only be required to comply with such instructions if such instructions are in accordance with the applicable Outside\nServicing Agreement and not inconsistent with this Agreement); provided that, if such instructions are not provided within a reasonable\ntime period (not to exceed ten (10) Business Days or such lesser response time as is afforded under the applicable Outside Servicing Agreement)\nor if a Control Termination Event exists or if the Master Servicer is not permitted by the applicable\n\n - 220 - \n\n \n\nOutside Servicing Agreement to follow such\ninstructions, then the Master Servicer shall take such action or inaction (to the extent permitted by the applicable Outside Servicing\nAgreement), as directed in writing by the Holders of the Certificates evidencing at least 25% of the aggregate of all Voting Rights (such\ndirection to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable period of time that\ndoes not exceed such response time as is afforded under the applicable Outside Servicing Agreement. Subject to the foregoing, during the\ncontinuation of any termination event with respect to the related Outside Servicer or Outside Special Servicer under the applicable Outside\nServicing Agreement, each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall have the right\n(but not the obligation) to take all actions to enforce its rights and remedies and to protect the interests, and enforce the rights and\nremedies, of the Trust (including the institution and prosecution of all judicial, administrative and other proceedings and the filings\nof proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer, Special Servicer,\nthe Certificate Administrator, or the Trustee in connection with such enforcement shall be paid by the Master Servicer out of the Collection\nAccount. If the Trustee receives a request (and, if the Master Servicer, Special Servicer or the Certificate Administrator receives such\nrequest, such party shall promptly forward such request to the Trustee) from any party to the applicable Outside Servicing Agreement for\nconsent to or approval of a modification, waiver or amendment of the applicable Outside Servicing Agreement and/or the related Co-Lender\nAgreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of the applicable Outside Servicing\nAgreement in effect as of the Closing Date or a change in servicer under the applicable Outside Servicing Agreement, then the Trustee\nis hereby directed to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating Agency\nConfirmation from each Rating Agency (payable at the expense of the party making such request for consent or approval to the Trustee,\nif such requesting party is a Certificateholder, the Uncertificated VRR Interest Owner or a party to this Agreement, and otherwise payable\nfrom the Collection Account) with respect to such consent or approval, and (b) unless a Control Termination Event has occurred and is\ncontinuing or the Controlling Class Representative is not permitted to exercise the applicable consent rights, the Trustee shall have\nobtained the consent of the Controlling Class Representative. The Trustee, the Certificate Administrator, the Special Servicer and the\nMaster Servicer (each, a “Notifying Party”) shall each promptly forward all material notices or other communications\ndelivered to it in connection with the applicable Outside Servicing Agreement to each other Notifying Party (unless a Notifying Party\nhas actual knowledge that such other Notifying Party (i) was copied on such original notice or communication or (ii) actually received\nsuch notice or communication), the Operating Advisor, the Controlling Class Representative (if a Consultation Termination Event does not\nexist) and the Depositor and, if such notice or communication is in the nature of a notice or communication that would be required to\nbe delivered to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website\nin accordance with Section 12.13) if the related Outside Serviced Mortgage Loan were a Mortgage Loan that is serviced and\nadministered under this Agreement, to the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5\nInformation Provider’s Website in accordance with Section 12.13); provided that, notwithstanding the foregoing,\nthe Special Servicer shall have no obligation to forward any such notice or communication under this provision unless (A) the Special\nServicer is the only addressee of such notice or communication or (B) there is no addressee on such notice or communication. Any obligation\nof the Master Servicer or Special Servicer, as applicable, to provide information\n\n - 221 - \n\n \n\nand collections to the Trustee, the Certificate\nAdministrator, the Controlling Class Representative, the Uncertificated VRR Interest Owner and the Certificateholders with respect to\nany Outside Serviced Mortgage Loan shall be dependent on its receipt of the corresponding information and collections from the related\nOutside Servicer or the related Outside Special Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer and\nthe Special Servicer shall reasonably cooperate with the Master Servicer, the Special Servicer, the Operating Advisor or the Controlling\nClass Representative, in each case as and when applicable, to facilitate the exercise by such party of any consent, approval or consultation\nrights set forth in this Section 3.01 with respect to an Outside Serviced Mortgage Loan; provided, however, the Trustee,\nthe Certificate Administrator, the Master Servicer and the Special Servicer shall have no right or obligation to exercise any consent\nor consultation rights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.\n\n(j)                \nWith respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:\n\n(i)                               pursuant to the\nrelated Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable, is obligated to make “Servicing\nAdvances” or “Property Advances” and incur “Additional Trust Fund Expenses” (as each such term or any analogous\nterm is defined in the related Outside Servicing Agreement) with respect to such Outside Serviced Mortgage Loan; the Trust shall be responsible\nfor its *pro rata* share (such *pro rata* share and the *pro rata* share of the holder(s) of the related Outside Serviced\nCompanion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related\nOutside Serviced Companion Loan(s)) of any “Nonrecoverable Servicing Advance” or “Nonrecoverable Property Advances”\n(and advance interest thereon) and any “Additional Trust Fund Expenses” (as each such term or any analogous term is defined\nin the related Outside Servicing Agreement), but only to the extent that they relate to servicing and administration of such Outside\nServiced Mortgage Loan, including without limitation, any unpaid “Special Servicing Fees,” “Liquidation Fees”\nand “Workout Fees” (as each such term or any analogous term is defined in the related Outside Servicing Agreement) relating\nto such Outside Serviced Mortgage Loan; and in the event that the funds received with respect to the related Outside Serviced Whole Loan\nare insufficient to cover “Servicing Advances,” “Property Advances” or “Additional Trust Fund Expenses”\n(as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration\nof the related Outside Serviced Whole Loan, (i) the Master Servicer shall, promptly following notice from the related Outside\nServicer, reimburse the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator\nor the related Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside Special Servicer, the related\nOutside Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to the related Outside Servicer,\nwho shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside\nTrustee, as applicable), out of general funds in the Collection Account for the Trust’s *pro rata* share (such *pro rata*share and the *pro rata* share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on\nthe respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion\n\n - 222 - \n\n \n\nLoan(s)) of any such “Nonrecoverable\nServicing Advance,” “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (as each\nsuch term or any analogous term is defined in the applicable Outside Servicing Agreement), and (ii) if the related Outside Servicing\nAgreement permits the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or\nthe related Outside Trustee to reimburse itself from the related Outside Securitization Trust’s general account, then the parties\nto this Agreement hereby acknowledge and agree that the related Outside Servicer, the related Outside Special Servicer, the related Outside\nCertificate Administrator or the related Outside Trustee, as applicable, may do so and the Master Servicer shall be required to, promptly\nfollowing notice from the related Outside Servicer, reimburse the related Outside Securitization Trust out of general funds in the Collection\nAccount for the Trust’s *pro rata* share (such *pro rata* share and the *pro rata* share of the holder(s) of the\nrelated Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage\nLoan and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable\nProperty Advances” and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the\napplicable Outside Servicing Agreement) relating to the servicing and administration of such Outside Serviced Whole Loan;\n\n(ii)                            with respect\nto each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization Trust established under\nthe related Outside Servicing Agreement is required to indemnify each of the following parties in respect of other mortgage loans in\nthe related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement) the related Outside Servicer,\nthe related Outside Special Servicer, the related Outside Certificate Administrator, the related Outside Trustee, the related Outside\nOperating Advisor and the related Outside Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent\nsuch parties are identified as “Indemnified Parties” in the related Outside Servicing Agreement in respect of other mortgages\nincluded in such Outside Securitization Trust) and (ii) the related Outside Securitization Trust (such parties in clause (i) and\nthe related Outside Securitization Trust, collectively, the “Pari Passu Indemnified Parties”) shall be indemnified\nagainst any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,\nfees and expenses incurred in connection with the servicing and administration of such Outside Serviced Mortgage Loan and the related\nMortgaged Property (or, with respect to the related Outside Operating Advisor, incurred in connection with the provision of services\nfor such Outside Serviced Mortgage Loan) under the applicable Outside Servicing Agreement (collectively, the “Pari Passu Indemnified\nItems”) to the extent of the Trust’s *pro rata* share (such *pro rata* share and the *pro rata* share\nof the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such\nOutside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent\namounts on deposit in the “Serviced Whole Loan Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”,\n“Whole Loan Custodial Account” or “Whole Loan Custodial Account” (as each such term or any analogous term is\ndefined in the applicable Outside Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing Agreement\nthat are allocated to the Outside Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such\n\n - 223 - \n\n \n\nIndemnified Party shall be entitled to\nbe reimbursed by the Trust (including out of general collections in the Collection Account) for the Trust’s *pro rata* share\nof the insufficiency;\n\n(iii)                         to the extent\nnot otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for an\nOutside Serviced Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as\nif set forth herein in full. In the event of any inconsistency between the provisions of this Agreement and any Outside Serviced Co-Lender\nAgreement, such Outside Serviced Co-Lender Agreement shall prevail, provided that in no event shall the Master Servicer or the Special\nServicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Outside Serviced Co-Lender\nAgreement, that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or REMIC\nProvisions; and\n\n(iv)                        each Outside\nServicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each Outside Operating Advisor\nand each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).\n\n(k)              \nTo the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register\nfor the related Mortgage Loan in accordance with such Loan Documents.\n\n(l)                \nIn order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,\nincluding those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable\nLaws”), the Master Servicer may be required to obtain, verify and record certain information relating to individuals and entities\nwhich maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto agrees to provide to the Master\nServicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to\nsuch party in order to enable the Master Servicer to comply with Applicable Laws; provided that the Master Servicer shall be responsible\nfor all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.\n\nSection 3.02          \nLiability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing\nagreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer,\nas applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any\nPerson acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and\nprimarily liable to the Trustee, the Certificate Administrator, the Trust Certificateholders, the Uncertificated Interest Owners and any\nServiced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans)\nand the Serviced Companion Loan(s) in accordance with the provisions of this Agreement without diminution of such obligation or liability\nby virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any\nPerson acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the\nMaster Servicer or the Special Servicer, as applicable, alone were servicing and\n\n - 224 - \n\n \n\nadministering the Mortgage Loans (other than\nthe Outside Serviced Mortgage Loans) and the Serviced Companion Loans. The Master Servicer or the Special Servicer, as applicable, shall\nbe entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer,\nas applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification,\nbut no such agreement for indemnification shall be deemed to limit or modify this Agreement.\n\nSection 3.03          \nCollection of Certain Mortgage Loan Payments.\n\n(a)               \nThe Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced\nLoans), as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments called for under\nthe terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing Standard with respect\nto such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the related Mortgagor is in compliance\nwith each provision of the related Loan Documents, the Master Servicer and the Special Servicer shall not take any enforcement action\nwith respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until\nthe Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance of such ARD Mortgage Loan (exclusive of any portion\nrepresenting accrued Excess Interest) has been paid in full); provided, further, that, with respect to any ARD Mortgage\nLoan, the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess\ncash flow to principal in accordance with the terms of the Loan Documents. For clarification, no obligation of the Master Servicer or\nthe Special Servicer to use reasonable efforts to collect fees from the related Mortgagor will change the obligation of the Master Servicer\nto pay such fees from general collections or other proceeds in accordance with Section 3.06(a) and Section 3.06A(a)\nof this Agreement, whether or not such Special Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by the related\nMortgagor. The Master Servicer, with respect to the Performing Serviced Loans, and the Special Servicer, with respect to the Specially\nServiced Loans, shall use its reasonable efforts to collect income statements, rent rolls and other reporting information from Mortgagors\n(as required under the related Loan Documents). Consistent with the foregoing, the Master Servicer (with respect to Performing Serviced\nLoans) or Special Servicer (with respect to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty Charges\nin connection with any delinquent Monthly Payment with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan) or\nServiced Companion Loan. In addition, the Master Servicer shall be entitled to take such actions with respect to the collection of payments\non the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted or required under\nSection 3.21 of this Agreement. Furthermore, with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan),\nif the related Loan Documents provide for the annual or quarterly testing of financial conditions of the related Mortgagor and/or Mortgaged\nProperties (e.g., debt yield tests, debt service coverage ratio tests and/or loan-to-value ratio tests) in connection with cash-management\ntriggers or the commencement of additional required escrow payments, the Master Servicer (with respect to Performing Serviced Loans) or\nthe Special Servicer (with respect to Specially Serviced Loans), as applicable (only to the extent the related information required for\nsuch testing is to be delivered to the Master Servicer and/or the Special Servicer, as applicable, pursuant to the related Loan Documents\nand is actually delivered to the Master Servicer and/or the Special Servicer, as applicable), shall use reasonable efforts to\n\n - 225 - \n\n \n\nconduct such financial testing within the timeframes\ncontemplated by such Loan Documents, if any. Furthermore, in accordance with this Section 3.03(a), with respect to any Mortgage\nLoan (other than an Outside Serviced Mortgage Loan), the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer\n(with respect to Specially Serviced Loans), as applicable, shall use reasonable efforts to collect financial statements from the related\nMortgagor for the periods set forth in the related Loan Documents (e.g., and as applicable, for the entire fiscal year where annual reporting\nis required).\n\n(b)              \nIf the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which Excess\nInterest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor that the\nMaster Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master Servicer shall\nnotify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of a clearly labeled item\nin the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator\nor the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest. The preceding statements\nshall not, however, be construed to limit the provisions of Section 3.03(a) of this Agreement.\n\n(c)               \nWith respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside Trustee,\nthe related Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and the related Outside\nOperating Advisor (A) promptly following the Closing Date (or (1) in the case of each Servicing Shift Mortgage Loan, promptly upon the\nrelated Servicing Shift Date, and (2) in the case of each Outside Serviced Servicing Shift Mortgage Loan, both promptly following the\nClosing Date and promptly upon the related Controlling Pari Passu Companion Loan Securitization Date), written notice in the form of Exhibit FF-1,\nExhibit FF-2, Exhibit FF-3, Exhibit FF-4, Exhibit FF-5, Exhibit FF-6, Exhibit FF-7,\nExhibit FF-8, and Exhibit FF-9, as applicable, attached hereto, as applicable, stating that, as of the Closing Date\n(or the related Servicing Shift Date, as applicable), the Trustee is the holder of such Outside Serviced Mortgage Loan and directing each\nsuch recipient to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case\nmay be, to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered\nor otherwise made available to, the holder of such Outside Serviced Mortgage Loan under the related Co-Lender Agreement and the applicable\nOutside Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator, the Master\nServicer, the Special Servicer and each party designated to exercise the rights of the “Non-Controlling Note Holder” under\nthe related Co-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice of any subsequent\nchange in the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling Note Holder”\nunder the related Co-Lender Agreement (together with the relevant contact information). Upon request of the Certificate Administrator,\nthe Master Servicer shall provide its wire instructions for inclusion in the written notices referred to in the previous sentence. The\nMaster Servicer shall, within one (1) Business Day of receipt of properly identified funds, deposit into the Collection Account all amounts\nreceived with respect to each Outside Serviced Mortgage Loan, the Mortgaged Property related to each Outside Serviced Mortgage Loan or\nany related REO Property; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern\ntime on any given Business\n\n - 226 - \n\n \n\nDay, the Master Servicer shall use commercially\nreasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt of such amounts but, in\nany event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt of such\namounts.\n\n(d)              \nWith respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer\nany Monthly Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance with\nthe terms of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide\nnotice of such failure to the related Outside Servicer and the related Outside Trustee.\n\nSection 3.04          \nCollection of Taxes, Assessments and Similar Items; Escrow Accounts.\n\n(a)               \nWith respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect\nto each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are or may become\na lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From time to time, to the\nextent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills for the payment of such items\n(including renewal premiums), and (ii) effect payment of all such bills with respect to such Mortgaged Properties prior to the applicable\npenalty or termination date, in each case employing for such purpose Escrow Payments as allowed under the terms of the related Serviced\nLoan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance with the Servicing Standard that\na Mortgagor (other than with respect to the Outside Serviced Mortgage Loan) has failed to make any such payment or, with respect\nto escrowed loans, collections from the Mortgagor are insufficient to pay any such item before the applicable penalty or termination date,\nthe Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer determines in accordance\nwith the Servicing Standard that such Advance would be a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary,\nthe Master Servicer may in accordance with the Servicing Standard elect (but is not required) to make (and in the case of a Specially\nServiced Loan, at the direction of the Special Servicer will be required to make) a payment from amounts on deposit in the Collection\nAccount that would otherwise be a Property Advance with respect to a Serviced Trust Loan notwithstanding that the Master Servicer or the\nSpecial Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment\n(x) would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event\nthat would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Trust Loan, or\n(y) would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance,\nthe Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment\nis in the best interest of the Trust Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion Loan Holder(s)\n(as a collective whole as if the Trust Certificateholders, the Uncertificated Interest Owners and such Serviced Companion Loan Holder(s)\nconstituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate\nCompanion Loan(s))). If the Special Servicer makes such a\n\n - 227 - \n\n \n\ndetermination, it shall notify the Master Servicer\nand the Master Servicer shall make such payment from the Collection Account. No costs incurred by the Master Servicer in effecting the\npayment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions to Trust Certificateholders\nand the Uncertificated Interest Owners, be added to the amount owing under the related Trust Loans, notwithstanding that the terms of\nsuch Trust Loans so permit.\n\n(b)              \nThe Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Whole Loan\nconstituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more\nsegregated custodial accounts, which account or accounts may be a separate account or subaccount (in the form of a separate account, subaccount\nor by written ledger of such segregated custodial accounts) (each, an “Escrow Account”) into which all Escrow Payments\nshall be deposited within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into\neach applicable Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b)\nof this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of\nany Mortgaged Property pursuant to the related Loan Documents. Escrow Accounts shall be Eligible Accounts (except to the extent the related\nLoan Documents require or permit it to be held in an account that is not an Eligible Account) in accordance with the terms of the related\nLoan Documents) and (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled, “Midland\nLoan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Computershare Trust Company, National Association,\nas Trustee for the benefit of the registered Holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-5C15, the Uncertificated Interest Owners, the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals\nfrom an Escrow Account may be made by the Master Servicer only:\n\n(i)                               to effect timely\npayments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of the related Mortgage\nLoan or Serviced Whole Loan, as applicable;\n\n(ii)                            to transfer funds\nto the Collection Account and/or the applicable Whole Loan Custodial Account to reimburse the Master Servicer, the Special Servicer or\nthe Back-Up Advancing Agent, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating to Escrow Payments,\nbut only from amounts received with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, which represent late\ncollections of Escrow Payments thereunder;\n\n(iii)                         for application\nto the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced Whole Loan, as\napplicable, and the Servicing Standard;\n\n(iv)                        to clear and\nterminate such Escrow Account upon the termination of this Agreement;\n\n - 228 - \n\n \n\n(v)                           to pay from time\nto time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account if such\nincome is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Whole Loan, as applicable,\nor otherwise to the Master Servicer and (b) any other funds required to be released to the related Mortgagors pursuant to the\nrelated Loan Documents; and\n\n(vi)                        to remove any\nfunds deposited in an Escrow Account that were not required to be deposited therein.\n\n(c)               \nIn the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves\nto prepay the related Trust Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Trust Loan,\nthen the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such discretion.\n\n(d)              \nUnless required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout escrows\nor reserves established with respect to any Trust Loan as a prepayment of such Trust Loan if no event of default has occurred under such\nTrust Loan.\n\n(e)               \nTo the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms\nof a Serviced Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or completed\npursuant to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination\nmay be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection\nother than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be made\nto Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer shall report\nthe then current status as a failure) whether the related Mortgagor has failed to perform such obligations under the related Mortgage\nLoan or Serviced Whole Loan as of the date required under the related Mortgage Loan or Serviced Whole Loan and report any such failure\nto the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination\nEvent, the Controlling Class Representative within a reasonable time after the date as of which such actions or remediations are required\nto be or to have been taken or completed.\n\nSection 3.05          \nCollection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution Account;\nand Legal Fee Reserve Account.\n\n(a)               \nThe Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee,\nfor the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the Trustee as the Holder of the Lower-Tier\nRegular Interests and the Trust Subordinate Companion Loan Regular Interests. The Collection Account shall be established and maintained\nas an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess Interest) will be assets of the Lower-Tier REMIC\n(or the related Loan REMIC, as applicable). As and when required under this Agreement, the Master Servicer shall\n\n - 229 - \n\n \n\ntransfer to the Collection Account any amounts\nto be transferred thereto from a Whole Loan Custodial Account as contemplated by Section 3.06A(a)(i) of this Agreement, and\nthe Master Servicer shall deposit in the Collection Account any amounts required to be deposited therein pursuant to Section 3.07(b)\nof this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in the Collection Account.\nIn addition, the Master Servicer shall deposit or cause to be deposited in the Collection Account, within one (1) Business Day following\nreceipt of properly identified funds, (x) all Net Liquidation Proceeds received on or with respect to a Trust Loan related to a Serviced\nWhole Loan in connection with any of the events described in clauses (iii) and (iv) of the first sentence of the definition of “Liquidation\nEvent” in this Agreement, and (y) without duplication, the following payments and collections received or made by it on or\nwith respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan):\n\n(i)                               all payments on\naccount of principal on such Mortgage Loans, including Principal Prepayments and the principal component of Insurance Proceeds, Condemnation\nProceeds and Liquidation Proceeds;\n\n(ii)                            all payments\non account of interest on such Mortgage Loans (including Excess Interest);\n\n(iii)                         all Yield Maintenance\nCharges on such Mortgage Loans;\n\n(iv)                        all amounts with\nrespect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit in the Collection Account,\nfrom an REO Account pursuant to Section 3.16(b) of this Agreement;\n\n(v)                           all Net Insurance\nProceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;\n\n(vi)                        any amounts received\nfrom Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any recovery\nof Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with the related Loan Documents,\nin each case to the extent not permitted to be retained by the Master Servicer as provided herein;\n\n(vii)                     any Loss of\nValue Payments, as set forth in Section 3.06(c) of this Agreement;\n\n(viii)                  any Initial\nMonth’s Interest Deposit Amounts delivered by the Mortgage Loan Sellers to the Master Servicer on the Closing Date pursuant to\nSection 1 of the Mortgage Loan Purchase Agreements; and\n\n(ix)                          any other amounts\nrequired by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or Special Servicer,\nincluding pursuant to Section 2.03 and Section 3.03(c) of this Agreement; provided, however,\nthat to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a) are\nreceived after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts\nto deposit such amounts into the\n\n - 230 - \n\n \n\nCollection Account within one (1) Business\nDay of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business\nDays of receipt thereof.\n\nThe foregoing requirements\nfor deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the\nforegoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees,\nreview fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation\nneed not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted\nby applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent\nFees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts that constitute other Additional Servicing\nCompensation or other Additional Special Servicing Compensation received with respect to such Mortgage Loans in accordance with Section 3.12\nof this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent\nFees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing Compensation\nor other Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a)\n(in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the\nother party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if\nSpecial Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other party\nis entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges\nor Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan constitute\nservicing compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special Servicer shall\nnot deposit such fees into the Collection Account and shall instead apply such fees in accordance with Section 3.14(a)(iv)\nof this Agreement. In the event that the Master Servicer deposits in the Collection Account any amount not required to be deposited therein,\nit may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. The Master\nServicer shall give written notice to the Certificate Administrator and the Special Servicer of the location and account number of the\nCollection Account and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent change thereof.\n\nUpon receipt of any of the\namounts described in clauses (i) through (vi) and (ix) of the last sentence of the second preceding paragraph\nwith respect to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Whole Loan), the Special Servicer shall promptly, but\nin no event later than one (1) Business Day after receipt of properly identified funds, remit such amounts to the Master Servicer for\ndeposit into the Collection Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent\nwith the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate\nreason; provided, however, that to the extent any amounts described in clauses (i) through (vi) and (ix) of the last sentence of\nthe second preceding paragraph are received after 2:00 p.m. Eastern time on any given Business Day, the Special Servicer shall use commercially\nreasonable efforts to remit such amounts to the Master Servicer within one (1) Business Day of\n\n - 231 - \n\n \n\nreceipt of properly identified funds but, in\nany event, the Special Servicer shall remit such amounts to the Master Servicer within two (2) Business Days of receipt of properly identified\nfunds. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check\nto the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular\nitem cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by\nthe Special Servicer with respect to an REO Property that relates to any Mortgage Loan (other than a Mortgage Loan related to a Serviced\nWhole Loan) shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer,\nremitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit\ninto the Collection Account, all in accordance with Section 3.16 of this Agreement.\n\n(b)              \nThe Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier\nREMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders\nand the Uncertificated Interest Owners. The Certificate Administrator shall establish and maintain each Trust Subordinate Companion Loan\nREMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the\nrelated Loan-Specific Certificates and any Uncertificated Interest Owners. Each of the foregoing accounts shall be non-interest bearing\nand shall be established and maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to each\nDistribution Date, on or before such Distribution Date, the Certificate Administrator shall be deemed to make or shall make the withdrawals\nfrom the Lower-Tier REMIC Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Accounts as set forth in\nSection 4.01 of this Agreement, shall be deemed to make the deposits into the Lower-Tier REMIC Distribution Account, the\nUpper-Tier REMIC Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Accounts as set forth in Section 4.01\nhereof, and shall cause the Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed in respect of\nthe applicable Certificates and Uncertificated VRR Interest, pursuant to Section 4.01 hereof on such date.\n\nAmounts deposited into and\nwithdrawn from the Collection Account in respect of any Loan REMIC Held Mortgage Loan shall be deemed to be distributed in respect of\nthe related Loan REMIC Regular Interest in accordance with the related REMIC Declaration. Amounts deemed distributed in respect of any\nLoan REMIC Regular Interest shall be deposited in the Lower-Tier Distribution Account. **For the avoidance of doubt, the Trust Fund will\nnot include any Loan REMIC Held Mortgage Loan or Loan REMIC as of the Closing Date, and there will be no REMIC Declaration, Loan REMIC\nRegular Interest or Loan REMIC Residual Interest with respect to the Trust, and no Loan REMIC Residual Distribution Account shall be established.\nAccordingly, all references in this Agreement to “Loan REMIC”, “Loan REMIC Held Mortgage Loan”, “Loan REMIC\nRegular Interest”, “Loan REMIC Residual Interest” and “REMIC Residual Distribution Account “ shall be disregarded.**\n\n(c)               \nThe Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds\nhas occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf of\n\n - 232 - \n\n \n\nthe Trustee for the benefit of the Certificateholders\nand the Uncertificated VRR Interest Owner. The Excess Liquidation Proceeds Reserve Account shall be non-interest bearing and shall\nbe maintained separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate\nAdministrator and other accounts of the Certificate Administrator.\n\nUpon the disposition of any\nREO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation Proceeds,\nif any, realized in connection with such sale. The Special Servicer shall withdraw from each applicable REO Account and remit to the Master\nServicer for deposit into the Collection Account on a monthly basis prior to the related Master Servicer Remittance Date the Excess Liquidation\nProceeds received or collected from each REO Property during the related Collection Period, along with a notation of the amount of such\nExcess Liquidation Proceeds in the CREFC® REO Liquidation Report. On the related Master Servicer Remittance Date, the Master\nServicer shall remit the Excess Liquidation Proceeds received from the Special Servicer pursuant to the immediately preceding sentence\nto the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation\nProceeds Reserve Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future\nRealized Losses and other shortfalls in payments on the Regular Certificates and the Uncertificated VRR Interest, as determined by the\nSpecial Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each case\nafter application in accordance with the first two sentences of Section 4.01(e) of this Agreement, shall be distributed to the\nHolders of the Class R Certificates in respect of the Lower-Tier Residual Interest.\n\n(d)              \n[Reserved.]\n\n(e)               \nPrior to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess Interest\nis received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this Agreement,\nthe Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the Certificate Administrator\non behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner.\nThe Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account\n(or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the Collection\nAccount and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in the Excess Interest\nDistribution Account an amount equal to the Excess Interest received during the applicable Collection Period.\n\nThe Certificate Administrator\nshall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required to make the distributions\nof Excess Interest required by Section 4.01(k) of this Agreement.\n\nFollowing the distribution\nof Excess Interest to the Holders of the Excess Interest Certificates and the Combined VRR Interest Owner on the first Distribution Date\nafter which there\n\n - 233 - \n\n \n\nare no longer any ARD Mortgage Loans outstanding,\nthe Certificate Administrator may terminate the Excess Interest Distribution Account.\n\n(f)               \nNotwithstanding anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution\nAccount, the Trust Subordinate Companion Loan REMIC Distribution Accounts, the Excess Interest Distribution Account, the Excess Liquidation\nProceeds Reserve Account and the Interest Reserve Account may all be sub-accounts of a single Eligible Account; provided that each\nof them shall be treated as a separate account for purposes of deposits and withdrawals under this Agreement.\n\n(g)              \nIf any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be,\npursuant to or as contemplated by Section 2.03(a) of this Agreement, the Master Servicer shall establish and maintain one\nor more accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee for the benefit\nof the Trust Certificateholders and the Uncertificated Interest Owners, for purposes of holding such Loss of Value Payments. Each account\nthat constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account (in the form of a separate account,\nsub-account or by written ledger of an Eligible Account which would include a sub-account or written ledger under the Collection Account).\nThe Master Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss\nof Value Reserve Fund shall be accounted for 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 (and any income earned thereon) through the Collection Account to the Trust Certificateholders\nand the Uncertificated Interest Owners (or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the Master\nServicer as additional compensation) as damages paid to and distributed by the Trust REMICs on account of a breach of a representation\nor warranty by the related Mortgage Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection\nAccount to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value\nReserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve Fund\nfor all federal income tax purposes, and shall be taxable on all income earned thereon.\n\n(h)              \nFor the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account, and\nthe related portion of the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will\nbe owned by the Lower-Tier REMIC, the Excess Interest Distribution Account will be owned by the Grantor Trust, the Upper-Tier\nREMIC Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier\nREMIC, and the related Trust Subordinate Companion Loan REMIC Distribution Account and the related portion of the Interest Reserve Account\n(including interest, if any, earned on the investment of funds in such accounts) will be owned by each Trust Subordinate Companion Loan\nREMIC, each for federal income tax purposes.\n\n(i)                \nOn the Closing Date, the Depositor shall deposit $150,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve\nAccount. Funds held in the\n\n - 234 - \n\n \n\nLegal Fee Reserve Account shall remain uninvested.\nThe Legal Fee Reserve Account shall be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)\nand not an asset of any Trust REMIC. On a periodic basis (no more frequently than once every 60 days), commencing on July 1, 2026, upon\nreceipt by the Certificate Administrator from the Depositor or the Depositor’s counsel (with a copy to the Depositor) of a legal\ninvoice related to Commission compliance matters, the Certificate Administrator shall (solely in the case of a legal invoice delivered\nby the Depositor’s counsel, upon email confirmation by the Depositor) pay such legal invoice from and solely to the extent of funds\nthen on deposit in the Legal Fee Reserve Account. Any such instruction shall be sent by email to CCTCMBSBondAdmin@computershare.com, along\nwith a copy of the invoice, and a subject line reference of “BMO 2026-5C15 - Legal Fee Reserve Account”. The Legal Fee Reserve\nAccount will not be a part of the Trust Fund, any Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the\nLegal 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\nSection 3.05A Whole\nLoan Custodial Account.\n\n(a)               \nThe Master Servicer shall establish and maintain, with respect to each Serviced Whole Loan (if any), a Whole Loan Custodial Account\nin which the amounts described in clauses (i) through (viii) below shall be deposited and held in the name of the Master Servicer\non behalf of the Trustee for the benefit of the Trust Certificateholders, Uncertificated Interest Owners and the related Serviced Companion\nLoan Holder(s), as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account (in the form\nof a separate account, subaccount or by written ledger of an Eligible Account which would include a subaccount or written ledger under\n(1) the Collection Account, (2) if the Master Servicer is also the Other Servicer with respect to a related Serviced Companion Loan, the\ncollection account established under the Other Pooling and Servicing Agreement with respect to such Serviced Companion Loan or (3) if\nthe Master Servicer is not also the Other Servicer with respect to a related Serviced Companion Loan, another segregated account receiving\nor holding funds which will be remitted to the Other Servicer with respect to such Serviced Companion Loan) (but shall be deemed to be\na separate account for purposes of applying the terms of this Agreement). Each of the Whole Loan Custodial Accounts shall be an Eligible\nAccount or a subaccount (in the form of a separate account, subaccount or by written ledger of an Eligible Account which would include\na subaccount or written ledger under (1) the Collection Account, (2) if the Master Servicer is also the Other Servicer with respect to\na related Serviced Companion Loan, the collection account established under the Other Pooling and Servicing\n\n - 235 - \n\n \n\nAgreement with respect to such Serviced\nCompanion Loan or (3) if the Master Servicer is not also the Other Servicer with respect to a related Serviced Companion Loan, another\nsegregated account receiving or holding funds which will be remitted to the Other Servicer with respect to such Serviced Companion Loan).\nThe Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, within one Business Day following receipt\nof properly identified funds (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this\nAgreement), the following payments and collections received or made by it on or with respect to the related Serviced Whole Loan:\n\n(i)                               all payments on\naccount of principal on the related Serviced Whole Loan, including Principal Prepayments and the principal component of Insurance Proceeds,\nCondemnation Proceeds and Liquidation Proceeds;\n\n(ii)                            all payments\non account of interest on the related Serviced Whole Loan;\n\n(iii)                         all Yield Maintenance\nCharges on the related Serviced Whole Loan;\n\n(iv)                        any amounts required\nto be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments\nwith respect to funds held in such Whole Loan Custodial Account;\n\n(v)                           all amounts with\nrespect to any REO Property acquired in respect of the related Serviced Whole Loan transferred to such Whole Loan Custodial Account,\nor the Master Servicer for deposit in such Whole Loan Custodial Account, from the related REO Account pursuant to Section 3.16(b)\nof this Agreement;\n\n(vi)                        all Net Condemnation\nProceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan (other than any Net Liquidation\nProceeds received on or in respect of the related Mortgage Loan in connection with any of the events described in clauses (iii)\nand (iv) of the first sentence of the definition of “Liquidation Event” in this Agreement);\n\n(vii)                     any amounts\nreceived from the Mortgagor under the related Serviced Whole Loan that represent (A) recoveries of Property Protection Expenses, or (B)\nany other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the\nMaster Servicer as provided herein; and\n\n(viii)                  any other amounts\nrequired by the provisions of this Agreement to be deposited into such Whole Loan Custodial Account by the Master Servicer or Special\nServicer, including any recovery of any Unliquidated Advances;\n\nprovided, however, that to the\nextent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially\nreasonable efforts to deposit such amounts into the related Whole Loan Custodial Account within one (1) Business Day\n\n - 236 - \n\n \n\nof receipt thereof but, in any event, the Master\nServicer shall deposit such amounts into the related Whole Loan Custodial Account within two (2) Business Days of receipt thereof.\n\n(b)              \nThe foregoing requirements for deposits in each Whole Loan Custodial Account shall be exclusive, it being understood and agreed\nthat, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees,\nassumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation or\nother Additional Special Servicing Compensation need not be deposited in such Whole Loan Custodial Account by the Master Servicer or the\nSpecial Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable,\nshall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review\nfees and/or other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation received\nwith respect to the Serviced Whole Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer\nor the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees,\ndefeasance fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation\nin excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer)\nor Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the Special Servicer\n(if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer has received the excess\npercentage of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a)\nor Section 3.12(c), as applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received\nby the Master Servicer or the Special Servicer, as applicable, with respect to any Serviced Whole Loan into the related Whole Loan Custodial\nAccount and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance\nwith Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Whole Loan Custodial Account any\namount not required to be deposited therein, it may at any time withdraw such amount from such Whole Loan Custodial Account, any provision\nherein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the related Serviced\nCompanion Loan Holders and the Special Servicer of the location and account number of each Whole Loan Custodial Account and shall notify\nthe Certificate Administrator, the related Serviced Companion Loan Holder and the Special Servicer in writing of any subsequent change\nthereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (in the form of a separate account, subaccount\nor by written ledger of an Eligible Account which would be a subaccount or written ledger under (1) the Collection Account, (2) if the\nMaster Servicer is also the Other Servicer with respect to a related Serviced Companion Loan, the collection account established under\nthe Other Pooling and Servicing Agreement with respect to such Serviced Companion Loan or (3) if the Master Servicer is not also the Other\nServicer with respect to a related Serviced Companion Loan, another segregated account receiving or holding funds which will be remitted\nto the Other Servicer with respect to such Serviced Companion Loan), separate and apart from trust funds created for mortgage backed securities\nof other series and the other accounts of the Master Servicer.\n\n(c)               \nUpon receipt of any of the amounts described in clauses (i) through (viii) of Section 3.05A(a) with\nrespect to a Serviced Whole Loan, the Special Servicer shall promptly, but\n\n - 237 - \n\n \n\nin no event later than one (1) Business Day\nafter receipt of properly identified funds, remit such amounts to the Master Servicer for deposit into the Whole Loan Custodial Account\nin accordance with Section 3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that\na particular item should not be deposited because of a restrictive endorsement or other appropriate reason; provided, however,\nthat to the extent any amounts described in clauses (i) through (viii) of the last sentence of the second preceding paragraph are received\nafter 2:00 p.m. Eastern time on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts\nto the Master Servicer within one (1) Business Day of receipt of properly identified funds but, in any event, the Special Servicer shall\nremit such amounts to the Master Servicer within two (2) Business Days of receipt of properly identified funds. With respect to any such\namounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer,\nunless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered\nbecause of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an\nREO Property that relates to a Serviced Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or,\nat the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted\nto the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this\nAgreement.\n\nSection 3.06          \nPermitted Withdrawals From the Collection Account.\n\n(a)               \nThe Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting\nan order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with the\nrelated Co-Lender Agreement and Section 3.14 of this Agreement:\n\n(i)                               to remit on or\nbefore each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account\nin respect of the Mortgage Loans (or the applicable Trust Subordinate Companion Loan REMIC Residual Distribution Account in respect of\na Trust Subordinate Companion Loan), the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation\nProceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections 3.05(b), 3.05(c), 3.05(d),\n3.05(e), 3.23, 4.01(a)(i) and/or Section 4.06(a) of this Agreement, as applicable;\n\n(ii)                            to pay or reimburse\nthe Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable (A) for Advances made thereby with respect\nto Mortgage Loans that are not part of a Serviced Whole Loan (other than Workout-Delayed Reimbursement Amounts) and any related Advance\nInterest Amounts (provided that the Back-Up Advancing Agent shall have priority with respect to such payment or reimbursement\nof any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant\nto this clause (ii)(A) being limited to late collections (including cure payments by related Serviced Companion Loan Holders)\nof the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds, Net\nInsurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property\n\n - 238 - \n\n \n\nrespecting which such Advance was made,\nif applicable (provided that (x) prior to the time any Advance is reimbursed, Advance Interest Amounts may be reimbursed solely\nfrom Penalty Charges and Modification Fees collected on the related Mortgage Loan, and (y) at the time any Advance (other than Workout-Delayed\nReimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first from Penalty Charges\nand Modification Fees collected on the related Mortgage Loan, and, to the extent such Penalty Charges and Modification Fees are insufficient,\nthen from general collections on deposit in the Collection Account), (B) for Advances made thereby with respect to a Mortgage Loan\nthat is part of a Serviced Whole Loan or with respect to a Trust Subordinate Companion Loan and any related Advance Interest Amounts (provided\nthat the Back-Up Advancing Agent shall have priority with respect to such payment or reimbursement of any such Advances and any related\nAdvance Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being limited\nto Net Liquidation Proceeds on or in respect of the particular Mortgage Loan, Trust Subordinate Companion Loan or REO Property respecting\nwhich such Advance was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii),\n(iv) and (vii) of the first sentence of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant\nto Section 3.14 of this Agreement, for Advances with respect to Mortgage Loans and any related Advance Interest Amounts\n(or portion thereof) that have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related\nMortgage Loan, Serviced Whole Loan or REO Property after a Final Recovery Determination to the extent not recovered from the related Whole\nLoan Custodial Account and Advance Interest Amounts thereon, *first*, out of the principal portion of general collections on the\nMortgage Loans and REO Properties, and *second*, to the extent the principal portion of general collections is insufficient and with\nrespect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to Section 3.27\nof this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement\nAmounts with respect to Mortgage Loans and Advance Interest Amounts thereon, *first*, out of the principal portion of the general\ncollections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and *second*,\nupon a determination by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, that a Workout-Delayed\nReimbursement Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable Advances may be reimbursed (provided that\nwith respect to each Mortgage Loan or REO Property that relates to a Serviced Whole Loan, such Workout-Delayed Reimbursement Amounts\nand Advance Interest Amounts thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if\nnot reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));\n\n(iii)                         to pay on or\nbefore each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing Fee Rights the portion\nof the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this Agreement) and to the Special\nServicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage Loans and Trust Subordinate Companion\nLoans (to the extent not otherwise required to be applied against Prepayment\n\n - 239 - \n\n \n\nInterest Shortfalls) in respect of the\nimmediately preceding Interest Accrual Period, and Special Servicing Compensation (if any) in respect of the immediately preceding Interest\nAccrual Period or Collection Period, as applicable, to be paid, in the case of the Servicing Fee, from interest received on the related\nMortgage Loan or Trust Subordinate Companion Loan, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b)\nof this Agreement any interest or investment income earned on funds deposited in the Collection Account and, in the case of the Special\nServicing Fee, from general collections; provided, however, that in the case of any Mortgage Loan or REO Mortgage Loan related\nto a Serviced Whole Loan or related REO Whole Loan or a Trust Subordinate Companion Loan or related REO Companion Loan, (A) Servicing\nFees may be paid out of the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds\non or in respect of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Companion Loan, as applicable, which\nNet Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and (vii) of the first\nsentence of the definition of “Liquidation Event” and (B) Special Servicing Compensation shall first be paid out of the\nrelated Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection\nAccount pursuant to this clause (iii) only if and to the extent that such Special Servicing Compensation has not been paid out of\nthe related Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement; and, in the case of a Trust\nSubordinate Companion Loan or any related REO Companion Loan, only out of related Net Liquidation Proceeds received in connection with\nany of the events described in clauses (iii), (iv) and (vii) of the first sentence of the definition of “Liquidation Event”;\n\n(iv)                        in accordance\nwith Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of general collections\non the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage Loans) for any unreimbursed\nexpense reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of\nthe applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage\nLoan Purchase Agreement, including, without limitation, any expenses arising out of the performance of its duties under Section 2.03\nof this Agreement in connection with such Material Defect or out of the enforcement of the repurchase or substitution obligation\nor any other obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement\nin connection with such Material Defect, together with interest thereon at the Advance Rate from the time such expense was incurred to,\nbut excluding, the date such expense was reimbursed, but only to the extent that such expenses are not otherwise reimbursable, each such\nPerson’s right to reimbursement pursuant to this clause (iv) with respect to any Mortgage Loan or Trust Subordinate Companion\nLoan being subject to the following: (a) if the Purchase Price is paid for such Mortgage Loan or Trust Subordinate Companion Loan, then\nsuch Person’s right to reimbursement shall be limited to that portion of the Purchase Price that represents such expense in accordance\nwith clause (f) of the definition of Purchase Price, or (b) if no Purchase Price is paid or if an amount less than the Purchase\nPrice is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the\napplicable Mortgage Loan Purchase Agreement or if a Loss\n\n - 240 - \n\n \n\nof Value Payment is made, then such Person\nshall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of such Mortgage Loan Seller,\nsettlement of the Material Defect claim, or payment of such Loss of Value Payment, as the case may be;\n\n(v)                           to pay out of general\ncollections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund with respect to the Mortgage\nLoans and related REO Properties pursuant to Sections 3.04 and 3.10(e) of this Agreement and to pay Liquidation\nExpenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement (provided that with respect\nto each Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(iv) of this Agreement\nto the extent related to such Serviced Whole Loan and if not reimbursed pursuant thereto, shall be paid from the Collection Account as\nprovided in this clause (v));\n\n(vi)                        to the extent\nnot reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer, the\nTrustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,\nCREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts),\nunpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related Mortgage Loan has been liquidated or a\nFinal Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor Fees,\nunpaid Operating Advisor Consulting Fees (but subject to the provisions of Section 3.29(k) of this Agreement), unpaid Asset Representations\nReviewer Ongoing Fees and any unpaid Asset Representations Reviewer Asset Review Fee (to the extent such fee is payable by the Trust),\nunpaid CREFC® Intellectual Property Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant\nto Section 2.03(h)(vi), Section 2.03(j)(viii), the second sentence of Section 3.07(c), Section 3.08(a),\nSection 3.08(b), Section 3.10, Section 3.12(c), Section 3.16(a), Section 3.29(k),\nSection 6.03, Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d),\nSection 11.02(a), Section 11.02(b) or Section 12.07 of this Agreement, or any other provision\nof this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the\nextent expressly reimbursable under such Section , it being acknowledged that this clause (vi) shall not be deemed to modify\nthe substance of any such Section , including the provisions of such Section that set forth the extent to which one of\nthe foregoing Persons is or is not entitled to payment or reimbursement (provided that with respect to each Mortgage Loan that\nis part of a Serviced Whole Loan and each Trust Subordinate Companion Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v)\nof this Agreement to the extent related to such Serviced Whole Loan and, if not reimbursed pursuant thereto, shall be paid from the\nCollection Account as provided in this clause (vi), and provided, further, that fees and compensation to any party\nwith respect to any Serviced Companion Loan (or a successor REO Companion Loan) shall not be payable from the Collection Account pursuant\nto this clause (vi)) (except in the case of a Trust Subordinate Companion Loan or successor REO Companion Loan, but only out of\nrelated Net Liquidation Proceeds received in connection with any of the events described in clause (iii), (iv) and (vii) of the first\nsentence of the definition of “Liquidation Event”);\n\n - 241 - \n\n \n\n(vii)                     to transfer\nto the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably determined\nby the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on any Trust REMIC under\nthe circumstances and to the extent described in Section 4.05 of this Agreement;\n\n(viii)                  to make such\npayments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are contemplated by\nSection 3.14 of this Agreement;\n\n(ix)                          to make such\npayments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred to the Collection\nAccount from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of this Agreement;\n\n(x)                             to withdraw any\namount deposited into the Collection Account that was not required to be deposited therein; or\n\n(xi)                          to clear and\nterminate the Collection Account pursuant to Section 9.01 of this Agreement.\n\nIf and to the extent that\nthe Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph above for\nany cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Whole Loan that represents\nthe related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property Advance or Advance Interest\nAmount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan(s)), the Master Servicer (with respect\nto Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall use efforts consistent with the\nServicing Standard to collect such amounts out of collections on such Serviced Companion Loan (or, if and to the extent permitted under\nthe related Co-Lender Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively, with\nrespect to such Serviced Companion Loan, the “Trust Reimbursement Amount No.1”) collected from or on behalf of the\nrelated Serviced Companion Loan Holder into the Collection Account.\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 parties to, and/or the securitization trust created under, the applicable Outside Servicing Agreement\nby the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence of manifest\nerror, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.\n\nThe Master Servicer shall\nkeep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal\nfrom the Collection Account pursuant to subclauses (i) through (ix) of the third preceding paragraph.\n\nThe Master Servicer shall\npay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the\nAsset\n\n - 242 - \n\n \n\nRepresentations Reviewer, the Trustee and the\nCertificate Administrator, as applicable, from the applicable Collection Account, amounts permitted to be paid thereto from such account\npromptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, an officer of\nthe Asset Representations Reviewer or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing\nthe item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Asset Representations Reviewer,\nthe Trustee or the Certificate Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant\nto this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement\nand shall have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep\nand maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a loan-by-loan\nbasis.\n\nWith respect to each Outside\nServiced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii), the related Outside\nServicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,\nfrom the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the related Outside Servicer, the related\nOutside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, therefrom based\nupon an Officer’s Certificate received from the related Outside Servicer, the related Outside Special Servicer, the related Outside\nCertificate Administrator or the related Outside Trustee, as applicable, on the first Business Day following the immediately preceding\nDetermination Date, describing the item and amount to which the related Outside Servicer, the related Outside Special Servicer, the related\nOutside Certificate Administrator or the related Outside Trustee, as applicable, is entitled. The Master Servicer may rely conclusively\non any such certificate and shall have no duty to re-calculate the amounts stated therein.\n\nThe Trustee, the Custodian,\nthe Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®, the Special\nServicer and the Master Servicer shall in all cases have a right prior to the Trust Certificateholders and the Uncertificated Interest\nOwners to any funds (or, if applicable, to any expressly specified funds) on deposit in the Collection Account from time to time for the\nreimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator Fees, Special Servicing\nCompensation, Advances, Advance Interest Amounts, Workout-Delayed Reimbursement Amounts, Operating Advisor Fees, Operating Advisor Consulting\nFees (but only to the extent such Operating Advisor Consulting Fees are actually received from the related Mortgagor(s)), Asset Representations\nReviewer Ongoing Fee, Asset Representations Reviewer Asset Review Fee (only to the extent such fee is payable by the Trust), CREFC®\nIntellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses hereunder\n(including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed\nor paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts paid directly to third\nparty contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer, as applicable).\n\n - 243 - \n\n \n\n(b)              \nThe Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess\nInterest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received\nby the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to be deposited therein.\nIf, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in\nthe preceding sentence is required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator\nfor deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and\nthe Excess Liquidation Proceeds Reserve Account the amounts required to be deposited therein pursuant to the provisions of this Agreement\n(including, without limitation, Section 3.06(a)(i) of this Agreement), then the Certificate Administrator shall, to the extent\nthat a Responsible Officer of the Certificate Administrator has such knowledge, provide notice of such failure to the Master Servicer\nby facsimile transmission sent to telecopy number (866) 706-3565 (or such alternative number provided by the Master Servicer to the Certificate\nAdministrator in writing) and by electronic mail at NoticeAdmin@pnc.com (or such alternative electronic mail address provided by the Master\nServicer to the Certificate Administrator in writing) as soon as possible, but in any event before 5:00 p.m., New York City time,\non such day; provided, however, that the Master Servicer will pay the Certificate Administrator interest on such late payment\nat the Prime Rate until such late payment is received by the Certificate Administrator.\n\n(c)               \nIf any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, any Trust Subordinate\nCompanion Loan or any related REO Property, then upon written direction from the Special Servicer (provided that, (1) with respect\nto clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such Liquidation\nEvent and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special\nServicer with five Business Days’ prior notice of such final Distribution Date), the Master Servicer shall transfer such Loss of\nValue Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Collection Account (or, in the case of\nclause (v) below, to the applicable Mortgage Loan Sellers), for the following purposes:\n\n(i)                               to reimburse the\nMaster Servicer, the Special Servicer or the Back-Up Advancing Agent, in accordance with Section 3.06(a) of this Agreement,\nfor any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,\nor any related REO Property (together with any related Advance Interest Amounts);\n\n(ii)                            (A) to pay, in\naccordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense relating\nto such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property that constitutes or, if not paid\nout of such Loss of Value Payments, would constitute an Additional Trust Fund Expense, and (B) to pay, in accordance with Section 3.06(a)\nof this Agreement, any unpaid Liquidation Fee due and owing to the Special Servicer in connection with the receipt of such Loss of\nValue Payments;\n\n - 244 - \n\n \n\n(iii)                         to offset any\nportion of Realized Losses that are attributable to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or related\nREO Property (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage\nLoan (or any related successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (or any related successor\nREO Companion Loan with respect thereto);\n\n(iv)                        following the\noccurrence of a Liquidation Event with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related\nREO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately\npreceding clauses (i) through (iii) above as to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,\nto cover the items contemplated by the immediately preceding clauses (i), (ii)(A) and (iii) in respect of\nany other Mortgage Loan or REO Mortgage Loan; and\n\n(v)                           on the final Distribution\nDate after all distributions have been made as set forth in clauses (i) through (iv) above, to each Mortgage Loan\nSeller, its *pro rata* share of any remaining funds, based on the amount that it contributed, net of any amount contributed by such\nMortgage Loan Seller that was used pursuant to clauses (i) through (iii) above to offset any portion of Realized\nLosses that are attributable to the Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property for\nwhich the contribution was made, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage\nLoan or Trust Subordinate Companion Loan, as applicable, or any related REO Property for which the contribution was made.\n\nAny Loss of Value Payments\ntransferred to the Collection Account pursuant to clauses (i) through (iii) of the prior paragraph shall be treated as Liquidation\nProceeds received by the Trust in respect of the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust\nSubordinate Companion Loan (or any related successor REO Companion Loan with respect thereto) for which such Loss of Value Payments were\nreceived; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv) of the prior paragraph shall\nbe treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Mortgage Loan for which such Loss of Value\nPayments are being transferred to the Collection Account to cover an item contemplated by clauses (i), (ii)(A) and\n(iii) of the prior paragraph.\n\nSection 3.06A. Permitted\nWithdrawals From the Whole Loan Custodial Account.\n\n(a)               \nThe Master Servicer may make withdrawals from the Whole Loan Custodial Account for each Serviced Whole Loan only as described below\n(the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges\nand Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:\n\n(i)                               (A) after the\nDetermination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month\n\n - 245 - \n\n \n\n(and also on the Business Day immediately\nfollowing the receipt of any funds from the REO Account for any REO Property related to such Serviced Whole Loan, if such funds are received\nafter the Determination Date and before the Distribution Date in any calendar month and were not available for any earlier transfer to\nthe Collection Account in such calendar month), to transfer to the Collection Account all properly identified amounts on deposit in the\nWhole Loan Custodial Account payable to the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan\n(or any successor REO Mortgage Loan), including any applicable Trust Reimbursement Amount, and (B) (1) on or prior to the related Serviced\nWhole Loan Remittance Date in each calendar month, to remit to the related Serviced Companion Loan Holder all properly identified amounts\non deposit in the Whole Loan Custodial Account that are received as of the Business Day immediately prior to such Serviced Whole Loan\nRemittance Date that are payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the\nrelated Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount and (2)\non the Business Day immediately following the receipt of any properly identified funds from the REO Account for any REO Property related\nto such Serviced Whole Loan, if such funds are received on or after the related Serviced Whole Loan Remittance Date and before the Distribution\nDate in any calendar month, to remit to the related Serviced Companion Loan Holder all properly identified amounts on deposit in the Whole\nLoan Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the\nrelated Serviced Companion Loan or any successor REO Companion Loan, exclusive of any applicable Trust Reimbursement Amount;\n\n(ii)                            to pay or reimburse\nthe Master Servicer, the Special Servicer or the Back-Up Advancing Agent, for Advances made thereby with respect to such Serviced Whole\nLoan and any related Advance Interest Amounts (provided that the Back-Up Advancing Agent shall have priority with respect to such payment\nor reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such\nPerson pursuant to this clause (ii) being limited to late collections (including cure payments by related Serviced Companion Loan\nHolders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds,\nNet Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Whole Loan or any related REO Property;\nprovided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not a Nonrecoverable Advance),\nthen neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall be reimbursed or paid, as the\ncase may be, out of payments or other collections of interest (other than Penalty Charges) or Yield Maintenance Charges on or in respect\nof the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Serviced Companion Loan (or any successor REO Companion\nLoan); and provided, further, that if such Advance is a P&I Advance with respect to the related Mortgage Loan (or a successor\nREO Mortgage Loan) or a related Trust Subordinate Companion Loan (or a successor REO Companion Loan), then neither such Advance nor any\nrelated Advance Interest Amounts shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, amounts\notherwise payable to the related Serviced Companion Loan Holder(s) with respect to the related Serviced Companion Loan(s) (or any successor\nREO Companion Loan(s)), except that in the case\n\n - 246 - \n\n \n\nof a Serviced AB Whole Loan, reimbursements\nor payments, as the case may be, of Advances or any related Advance Interest Amounts shall be made taking into account the subordinate\nnature of the related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement;\n\n(iii)                         to pay on or\nbefore each Master Servicer Remittance Date (A) to the Master Servicer (who shall pay the holder of the Excess Servicing Fee Rights the\nportion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this Agreement) as compensation,\nthe aggregate unpaid Servicing Fee with respect to such Serviced Whole Loan (to the extent not otherwise required to be applied against\nPrepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on\nthe related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance\nwith Section 3.07(b) any interest or investment income earned on funds deposited in such Whole Loan Custodial Account and\n(B) to the Special Servicer as compensation, any Special Servicing Compensation payable with respect to such Serviced Whole Loan; provided,\nhowever, that no Servicing Fees or Special Servicing Compensation earned with respect to the related Mortgage Loan (or a successor REO\nMortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion\nLoan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) (provided that, in the case of\na Serviced AB Whole Loan, such payments shall be made taking into account the subordinate nature of the related Subordinate Companion\nLoan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no Servicing Fees or Special Servicing\nCompensation earned with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) not held by the Trust shall\nbe payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage\nLoan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended to limit the rights\nof the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid Servicing Fees or\nSpecial Servicing Compensation, as applicable, with respect to any Serviced Companion Loan not held by the Trust from the related Serviced\nCompanion Loan Holder);\n\n(iv)                        to pay for costs\nand expenses incurred by the Trust Fund solely with respect to such Serviced Whole Loan and related REO Property pursuant to Section 3.10(e)\nand to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;\n\n(v)                           to the extent\nnot reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer, the\nTrustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer or the Depositor,\nas applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant\nto the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10,\nthe second sentence of Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a),\nSection 3.29, Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),\nSection 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07, or any other provision of this\n\n - 247 - \n\n \n\nAgreement pursuant to which such Person\nis entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable under such Section and\nto the extent related to such Serviced Whole Loan and not related to amounts which are solely expenses of the Trust Fund (such as expenses\nrelated to administration of the Trust Fund or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC),\nit being acknowledged that this clause (v) shall not be deemed to modify the substance of any such Section , including the provisions\nof such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement;\nprovided, however, that no payment or reimbursement to the Operating Advisor, the Asset Representations Reviewer or the Certificate Administrator\nor payment or reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation, shall be made out of, or otherwise\nresult in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced\nCompanion Loan (or successor REO Companion Loan) (provided that, in the case of a Serviced AB Whole Loan, such payments or reimbursements\nshall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in, and\nin accordance with, the related Co-Lender Agreement), no payment of fees or other compensation to the Operating Advisor, the Trustee\nor the Certificate Administrator with respect to a Trust Subordinate Companion Loan or successor REO Companion Loan shall be made out\nof, or otherwise result in a reduction of, collections on or otherwise allocable to the related Mortgage Loan or a successor REO Mortgage\nLoan with respect thereto, and no payment or reimbursement of costs and expenses associated with obtaining a Companion Loan Rating Agency\nConfirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the related\nMortgage Loan (or any successor REO Mortgage Loan) or any related Trust Subordinate Companion Loan (or any successor REO Companion Loan);\n\n(vi)                        to make such\npayments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Whole Loan Custodial Account as are contemplated\nby the related Co-Lender Agreement and Section 3.14 of this Agreement;\n\n(vii)                     to withdraw\nany amount deposited into such Whole Loan Custodial Account that was not required to be deposited therein;\n\n(viii)                  if the related\nServiced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust, to the extent\nrequired by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and Servicing Agreement\nfor any advances of delinquent monthly debt service payments made thereby with respect to such Serviced Companion Loan (or REO Companion\nLoan), together with interest thereon, provided that such reimbursement, together with interest, shall be made solely out of payments\nand other collections on such Serviced Companion Loan (or REO Companion Loan); or\n\n(ix)                          to clear and\nterminate such Whole Loan Custodial Account pursuant to Section 9.01 of this Agreement.\n\n - 248 - \n\n \n\nThe Master Servicer shall\nkeep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis,\nfor the purpose of justifying any withdrawal from each Whole Loan Custodial Account pursuant to subclauses (i) through (ix) above.\nIf and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the\nprior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Serviced\nWhole Loan out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent that the Trust as holder\nof the related Mortgage Loan has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense,\nindemnity, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate\nCompanion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), the Master Servicer shall\nuse efforts consistent with the Servicing Standard to collect such amounts disproportionately borne by the Trust out of collections on\nsuch Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced\nCompanion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement\nAmount No.2” and, together with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”) collected\nfrom or on behalf of the related Serviced Companion Loan Holder into the Collection Account.\n\nThe Master Servicer shall\npay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the\nAsset Representations Reviewer, the Trustee, the Certificate Administrator, the Back-Up Advancing Agent and an advancing party under any\nOther Pooling and Servicing Agreement, as applicable, from the applicable Whole Loan Custodial Account, amounts permitted to be paid thereto\nfrom such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor,\nan officer of the Asset Representations Reviewer, a Responsible Officer of the Trustee, the Certificate Administrator or the Back-Up Advancing\nAgent, or an officer of such advancing party under such Other Pooling and Servicing Agreement, as the case may be, describing the item\nand amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Asset Representations Reviewer,\nthe Trustee, the Certificate Administrator, the Back-Up Advancing Agent or such advancing party under such Other Pooling and Servicing\nAgreement, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Trustee, the Certificate Administrator or the Back-Up Advancing Agent, as the case may be, is clearly required pursuant\nto this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement\nand shall have no duty to re-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each\nkeep and maintain separate accounting for the purpose of justifying any request for withdrawal from each Whole Loan Custodial Account,\non a loan-by-loan basis.\n\nThe Trustee, the Depositor,\nthe Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Back-Up Advancing Agent, the Special Servicer\nand the Master Servicer shall in all cases have a right prior to the Trust Certificateholders and the Uncertificated Interest Owners to\nany funds on deposit in a Whole Loan Custodial Account from time to time for the reimbursement or payment of the Servicing Fees (including\ninvestment income), or Special Servicing Compensation, Advances, Advance Interest Amounts and their\n\n - 249 - \n\n \n\nrespective indemnity amounts or expenses hereunder\nto the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in such Whole Loan Custodial\nAccount pursuant to this Agreement and the related Co-Lender Agreement (and to have such amounts paid directly to third party contractors\nfor any invoices approved by the Trustee, the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as\napplicable); provided, however, for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating\nAdvisor Fee shall be paid from funds on deposit in a Whole Loan Custodial Account.\n\nAfter the Determination Date,\nand on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and also on the\nBusiness Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced\nWhole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar month and were not\navailable for any earlier transfer to the Collection Account in such calendar month), the Master Servicer shall remit for deposit in the\nCollection Account all amounts on deposit in a Whole Loan Custodial Account payable to the Trust pursuant to the related Co-Lender\nAgreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement\nAmount; and on or prior to the related Serviced Whole Loan Remittance Date in each calendar month (and also on the Business Day immediately\nfollowing the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced Whole Loan, if such funds\nare received after the Determination Date and before the Distribution Date in any calendar month), the Master Servicer shall remit to\nthe related Serviced Companion Loan Holder all amounts on deposit in a Whole Loan Custodial Account payable to such Serviced Companion\nLoan Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO\nCompanion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the required remittance from the Collection\nAccount to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance\nDate.\n\n(b)              \nNotwithstanding anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall\nwithdraw from the related Whole Loan Custodial Account and remit to the related Serviced Companion Loan Holder, within one (1) Business\nDay of receipt of properly identified funds, any amounts that represent late collections or Principal Prepayments received by the Master\nServicer from the related Mortgagor that are allocable to such Serviced Companion Loan or any successor REO Companion Loan with respect\nthereto (exclusive of any portion of such amount paid or reimbursed to any third party in accordance with the related Co-Lender Agreement)\nunless such amount would otherwise be included in the monthly remittance to the related Serviced Companion Loan Holder for such month\npursuant to Section 3.06A(a); provided, however, that to the extent any such amounts are received after 3:00 p.m.\nEastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such amounts to the related\nServiced Companion Loan Holder within one (1) Business Day of receipt of properly identified funds but, in any event, the Master\nServicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds.\n\n - 250 - \n\n \n\nSection 3.07          \nInvestment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.\n\n(a)               \nThe Master Servicer or, with respect to any REO Account, the Special Servicer, may direct any depository institution maintaining\nthe Collection Account, any Whole Loan Custodial Account, any Mortgagor Account (subject to the second succeeding sentence), any REO Account\nor any Loss of Value Reserve Fund (each of the Collection Account, any Whole Loan Custodial Account, any REO Account, any Loss of Value\nReserve Fund and any Mortgagor Account, for purposes of this Section 3.07, an “Investment Account”), to\ninvest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that\nmature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from\nsuch Investment Account pursuant to this Agreement. Any direction by the Master Servicer or the Special Servicer to invest funds on deposit\nin an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at\nor prior to the time required hereby or is payable on demand. In the case of any Escrow Account or Lock-Box Account (the “Mortgagor\nAccounts”), the Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent the Master\nServicer is required to do so under the terms of the respective Mortgage Loan (or Serviced Whole Loan) or related documents, provided\nthat in the absence of appropriate written instructions from the related Mortgagor or Manager meeting the requirements of this Section 3.07,\nthe Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds in such accounts in Permitted\nInvestments. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment\nAccount shall be made in the name of the Trustee or a nominee of the Trustee (in each case for the benefit of the Trust Certificateholders\nand the Uncertificated Interest Owners). The Trustee (for the benefit of the Trust Certificateholders and the Uncertificated Interest\nOwners) shall have sole control (except with respect to investment direction, which shall be in the control of the Master Servicer (with\nrespect to the Collection Account, any Whole Loan Custodial Account, any Loss of Value Reserve Fund or any Mortgagor Account) or the Special\nServicer (with respect to any REO Accounts), as applicable, as an independent contractor to the Trust Fund) over each such investment\nand any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its nominee (which\nshall initially be the Master Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary\nto transfer title to such investment to the Trustee or its nominee (for the benefit of the Trust Certificateholders and the Uncertificated\nInterest Owners). Neither the Trustee nor the Certificate Administrator shall have any responsibility or liability with respect to the\ninvestment directions of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether\nfrom Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment\ndirection of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.\nThe Special Servicer shall have no responsibility or liability with respect to the investment direction of the Master Servicer, any Mortgagor\nor any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit\nin an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (or the Special Servicer\nin the case of REO Accounts), shall: (x) consistent with any notice required to be given thereunder, demand that payment thereon\nbe made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of\n\n - 251 - \n\n \n\n(1) all amounts then payable thereunder\nand (2) the amount required to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon\ndetermination by the Master Servicer (or the Special Servicer in the case of REO Accounts) that such Permitted Investment would not\nconstitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. Amounts on deposit in the\nDistribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve\nAccount (each, a “Certificate Administrator Account”) shall remain uninvested.\n\n(b)              \nAll income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master\nServicer, except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the\nMortgage Loan (or Serviced Whole Loan) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account which\nshall be for the benefit of the Special Servicer, and if held in the Collection Account, a Whole Loan Custodial Account, any Loss of Value\nReserve Fund or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special Servicer, as applicable, in accordance\nwith Section 3.06, Section 3.06A or Section 3.16(b) of this Agreement, as applicable. The Master Servicer\n(or with respect to any REO Account, the Special Servicer) shall deposit from its own funds into any applicable Investment Account, the\namount of any loss incurred in respect of any such Permitted Investment immediately upon realization of such loss (except with respect\nto losses incurred as a result of the related Mortgagor or Manager exercising its power under the related Loan Documents to direct such\ninvestment in such Mortgagor Account); provided, however, that the Master Servicer or Special Servicer, as applicable, may\nreduce the amount of such payment to the extent it forgoes any investment income in such Investment Account otherwise payable to it. The\nMaster Servicer shall also deposit from its own funds in any Mortgagor Account the amount of any loss incurred in respect of Permitted\nInvestments, except to the extent that amounts are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or\nServiced Whole Loan) or applicable law. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in their\nrespective capacities as Master Servicer and Special Servicer, respectively) shall be required to deposit any loss on an investment\nof funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository\ninstitution or trust company that holds such Investment Account, so long as such depository institution or trust company is not the Person\nor an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in the definition of Eligible\nAccount both (1) at the time such investment was made and (2) as of the date that is 30 days prior to the 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 any other performance required under any Permitted Investment, the Trustee may, and upon the request\nof Holders of Trust Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may\nbe appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event\nthe Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses,\ndisbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such\naction, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.\n\n - 252 - \n\n \n\nSection 3.08          \nMaintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.\n\n(a)               \nThe Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard\nto cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage Loan)\nand each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance\nDefault), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable\nAdvances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available at commercially reasonable\nrates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage on the related Mortgaged Property\nin an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then “full replacement cost”\nof the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation,\nand (b) the outstanding principal balance of the related Mortgage Loan and the related Serviced Companion Loan(s) or such greater\namount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance provisions and to prevent\nthe Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include a “replacement cost”\nrider, (ii) insurance providing coverage against 18 months (or such longer period or with such extended period endorsement as\nprovided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such other insurance as is required in the\nrelated Mortgage Loan and the related Serviced Companion Loan; provided that, if the Loan Documents with respect to any Mortgage\nLoan permit the related Mortgagor to maintain, with the lender’s consent or agreement, any insurance policy that (A) has coverages,\ndeductibles and/or other related provisions other than those specified in the related Loan Documents or (B) is provided by an insurer\nthat does not meet the credit ratings requirements set forth in the related Loan Documents (any such insurance policy, a “Non-Conforming\nPolicy”), the Master Servicer shall not consent or agree to such Non-Conforming Policy unless the Master Servicer has received\na Rating Agency Confirmation with respect to such Non-Conforming Policy. Subject to Section 3.16 of this Agreement, the\nSpecial Servicer in accordance with the Servicing Standard and to the extent available at commercially reasonable rates (as determined\nby the Special Servicer in accordance with the Servicing Standard), shall cause to be maintained for each REO Property (other than an\nREO Property related to an Outside Serviced Mortgage Loan) no less insurance coverage than was previously required of the Mortgagor under\nthe related Loan Documents (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default);\nprovided that to the extent the Loan Documents require the related Mortgagor to maintain insurance with an insurer rated better\nthan as indicated in the definition of “Qualified Insurer”, the Master Servicer may, without a Rating Agency Confirmation\nor the approval of the Special Servicer, to the extent consistent with the Servicing Standard, permit the related Mortgagor to maintain\ninsurance with an insurer that does not meet the requirements of the Loan Documents so long as the related Mortgagor maintains insurance\nwith an insurer rated at least as indicated in the definition of “Qualified Insurer”. All insurance for an REO Property\nshall be from a Qualified Insurer, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance\nprovider that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Any amounts\ncollected by the Master Servicer or the Special Servicer under any such policies (other than amounts required to be applied to the restoration\nor repair of the related Mortgaged Property or amounts to be released to the\n\n - 253 - \n\n \n\nMortgagor in accordance with the terms of the\nrelated Loan Documents) shall be deposited into the Collection Account pursuant to Section 3.05 of this Agreement or\nthe Whole Loan Custodial Account pursuant to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant\nto Section 3.05, Section 3.05A, Section 3.06 or Section 3.06A of this Agreement. Any cost\nincurred by the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions\nto Trust Certificateholders and the Uncertificated Interest Owners, be added to the unpaid principal balance of the related Mortgage Loan,\nnotwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no other additional insurance other than\nflood insurance or earthquake insurance subject to the conditions set forth below is to be required of any Mortgagor or to be maintained\nby the Master Servicer other than pursuant to the terms of the related Loan Documents and pursuant to such applicable laws and regulations\nas shall at any time be in force and as shall require such additional insurance. If the related Mortgaged Property (other than an REO\nProperty and other than with respect to an Outside Serviced Mortgage Loan) is located in a federally designated special flood hazard area,\nthe Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the extent\nrequired by each Serviced Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this\nAgreement concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount\nequal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced Companion Loan(s) and\n(ii) the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Whole Loan and as is available\nfor the related property under the national flood insurance program (assuming that the area in which such property is located is participating\nin such program) plus such additional excess flood coverage with respect to the related property, if any, in an amount consistent with\nthe Servicing Standard. If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant to which earthquake\ninsurance is required to be maintained pursuant to the terms of the Mortgage Loan or Serviced Whole Loan, the Master Servicer shall use\nefforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain\nwill itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance continues\nto be available at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount required by the\nMortgage Loan or Serviced Whole Loan or, if not specified, in-place at origination. If an REO Property (other than an REO Property\nrelated to the Outside Serviced Mortgage Loan) (i) is located in a federally designated special flood hazard area or (ii) is\nrelated to a Serviced Loan with respect to which earthquake insurance would be appropriate in accordance with the Servicing Standard and\nsuch insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement\nconcerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage\nas described in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in\nmaintaining insurance policies pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property Advance\nand shall be reimbursable to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with\nrespect to REO Properties) agrees to prepare and present, on behalf of itself, the Trustee and the Trust Certificateholders, the Uncertificated\nInterest Owners and the Serviced Companion Loan Holders, claims under each related insurance policy maintained by it pursuant to this\nSection 3.08(a) in a timely fashion in accordance with the terms of such policy\n\n - 254 - \n\n \n\nand to take such reasonable steps as are necessary\nto receive payment or to permit recovery thereunder. All insurance policies required to be maintained by the Master Servicer or Special\nServicer hereunder shall name the Trustee or the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee, as\nloss payee, and shall be issued by Qualified Insurers, if available from a Qualified Insurer, and if not available from a Qualified Insurer,\nfrom an insurance provider that is rated the next highest available rating who is offering such insurance at commercially reasonable rates.\nNotwithstanding the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental insurance\npolicy on any Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental insurance\npolicy on any REO Property, in each case unless such insurance is required to be maintained under the related Loan Documents and is available\nat commercially reasonable rates; provided, however, that neither the Master Servicer nor the Special Servicer shall have\nany obligation to maintain such earthquake or environmental insurance policy required under the related Loan Documents if the originator\nof the Serviced Mortgage Loan or Serviced Whole Loan waived compliance with such insurance requirements (and if the applicable Master\nServicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental insurance policy on any\nMortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s expense, earthquake or\nenvironmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property so long as such insurance is available\nat commercially reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the related Mortgagor to maintain\nsuch insurance, the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing Standard to cause\nany Mortgagor to maintain the insurance required to be maintained or that the lender is entitled to reasonably require, subject to applicable\nlaw, under the related Loan Documents; and (C) in making determinations as to the availability of insurance at commercially reasonable\nrates or otherwise, the Master Servicer or the Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard,\nbe entitled to rely, at its own expense, on insurance consultants in making such determination and any such determinations by the Master\nServicer or the Special Servicer, as applicable, need not be made more frequently than annually but in any event shall be made at the\napproximate date on which the Master Servicer or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation\nof coverage.\n\nNotwithstanding the foregoing,\nthe Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be in default\nwith respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any carve out for terrorist\nor similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing Standard that the failure to maintain\nsuch insurance is an Acceptable Insurance Default; provided that, during the period that the Special Servicer is evaluating such\ninsurance hereunder, neither the Master Servicer nor the Special Servicer, provided each party is acting in accordance with the Servicing\nStandard, shall be liable for any loss related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be\nin default of its obligations hereunder as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of\neach determination under this paragraph.\n\n(b)              \n(i) If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard\nlosses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the Outside Serviced\n\n - 255 - \n\n \n\nMortgage Loans) as to which the related Mortgagor\nhas not maintained insurance required by the related Mortgage Loan or, if applicable, related Serviced Whole Loan (other than any Mortgagor\nthat is required under the related Loan Documents to maintain insurance with an insurer rated better than as indicated in the definition\nof “Qualified Insurer” that maintains insurance with an insurer rated at least as indicated in the definition of “Qualified\nInsurer”) or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on\nall of the REO Properties (other than an REO Property acquired in respect of an Outside Serviced Mortgage Loan), as required under this\nAgreement, as the case may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have\nsatisfied its respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this\nAgreement. Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible\nclause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have\nbeen maintained on the related Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a) of this\nAgreement, and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained,\nimmediately deposit into the Collection Account or, if applicable, related Whole Loan Custodial Account from its own funds the amount\nnot otherwise payable under the blanket policy because of such deductible clause to the extent that any such deductible exceeds the deductible\nlimitation that pertained to the related Mortgage Loan or Serviced Whole Loan or, in the absence of any such deductible limitation, the\ndeductible limitation which is consistent with the Servicing Standard. In connection with its activities as Master Servicer or the Special\nServicer hereunder, as applicable, the Master Servicer and the Special Servicer, respectively, agree to prepare and present, on behalf\nof itself, the Trustee, the Trust Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion Loan Holder,\nclaims under any such blanket policy which it maintains in a timely fashion in accordance with the terms of such policy and to take such\nreasonable steps as are necessary to receive payment or permit recovery thereunder.\n\n(ii)                            If the Master\nServicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures an Outside Serviced\nMortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect of an Outside Serviced\nMortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued by a Qualified Insurer and provide\nno less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance required to be maintained pursuant\nto Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer, as the case may be, shall conclusively\nbe deemed to have satisfied its respective obligations to maintain insurance pursuant to Section 3.08(a) of this Agreement.\nSuch policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the\nevent that (i) there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying\nwith the provisions of Section 3.08(a), and (ii) there shall have been one or more losses which would have been\ncovered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Whole Loan\nCustodial Account from its own funds the amount not otherwise payable under such policy because of such deductible to the extent that\nany such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan and/or related Serviced Companion Loan(s)\nrelated thereto, or, in the absence of any such\n\n - 256 - \n\n \n\ndeductible limitation, the deductible\nlimitation which is consistent with the Servicing Standard.\n\n(iii)                         In either case,\nif the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered by such “force-placed”\ninsurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any\nminimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be\npaid as a Property Advance. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in\nconnection with any claim under an insurance policy described above (whether by the Master Servicer or Special Servicer) shall be paid\nby, and reimbursable to, the Master Servicer as a Property Advance.\n\n(c)               \nThe Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of insurance\ncoverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form as is consistent\nwith the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against loss occasioned by fraud,\ntheft or other intentional misconduct of the officers and employees of the Master Servicer or the Special Servicer, as the case may be.\nThe Master Servicer and the Special Servicer each shall be deemed to have complied with this provision if one of its respective Affiliates\nhas such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer\nor the Special Servicer, as applicable. In addition, the Master Servicer and the Special Servicer shall each keep in force during the\nterm of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees\nin connection with its obligations to service the Mortgage Loans and any Serviced Companion Loans hereunder in such form as is consistent\nwith the Servicing Standard and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long\nas the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent), as applicable, has: (i) a long term\ndeposit or unsecured debt rating of at least “A-” by Fitch; and (ii) a long term unsecured debt rating or deposit account\nrating of at least “A3” by Moody’s, the Master Servicer or the Special Servicer, as applicable, may self-insure\nfor the fidelity bond and errors and omissions coverage otherwise required above. The Master Servicer shall cause each and every Sub-Servicer\nit has engaged to maintain or cause to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Whole Loan on behalf\nof such Sub-Servicer, a fidelity bond and an errors and omissions insurance policy which satisfy the requirements for the fidelity\nbond and the errors and omissions policy to be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds and\npolicies of errors and omissions insurance obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.\n\n(d)              \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 - 257 - \n\n \n\nSection 3.09          \nEnforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.\n\n(a)               \nUpon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision\nunder the Loan Documents of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the preparation\nof written materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard whether to waive\nany right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance\nprovision of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the Master\nServicer shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect to any Performing\nServiced Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer shall process and analyze\nany such request, including the preparation of written materials in connection with such analysis, in accordance with the Servicing Standard,\nand provide its written recommendation and analysis to the Special Servicer as to whether or not to waive any right to accelerate payment\nthe lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision of such Serviced Loan\n(with any such recommended course of action to be subject to the Special Servicer’s consent).\n\nBoth the Master Servicer\nand the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) each in a manner consistent\nwith the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable\nlaw, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the related Mortgaged Property\nand on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt of a request for a waiver or\nconsent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (to the extent that it is processing\nsuch request pursuant to the first paragraph of this Section 3.09(a), with the written consent of the Special Servicer, which\nconsent shall be deemed given if not denied within 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as\nrequired by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such\nCo-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) after the\nSpecial Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such\naction and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for\nthe analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the\nMaster Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard,\nthat the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master\nServicer (with the written consent of the Special Servicer to the extent required pursuant to this Section 3.09(a)) or the\nSpecial Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance\nprovision, the Master Servicer or the Special Servicer, as applicable, shall: (1) deliver to the Trustee, the Certificate Administrator,\neach other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination;\nprovided that, notwithstanding anything herein to\n\n - 258 - \n\n \n\nthe contrary, no such Officer’s Certificate\nshall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant\nto this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any\nconditions or any other provisions of the related Loan Documents with respect thereto; and (2) close the related transaction, subject\nto the consent of the Special Servicer obtained as described above (if the Master Servicer is processing such request) and to the consent\nrights of any applicable Directing Holder and/or the consultation rights of any applicable Consulting Party (to the extent any such Directing\nHolder or Consulting Party has consent or consultation rights, as applicable, pursuant to any related Co-Lender Agreement or pursuant\nto Section 3.29, Section 6.09, Section 3.24 or this Section 3.09(a), as applicable), and subject to Sections\n3.09(b), 3.21, 3.24, 3.25 and Section 3.28; provided, however, that neither the Master Servicer nor the\nSpecial Servicer shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax\non a Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail\nto qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any\nTrust Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the\nrelated Mortgage.\n\nWith respect to all Serviced\nMortgage Loans and each Serviced Whole Loan, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer\npursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such an action, obtain the written\nconsent of any applicable Directing Holder, which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected\nto) by such related Directing Holder of the Major Decision Reporting Package for such action, which recommendation and information may\nbe delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer,\nas applicable.\n\nIn addition, neither the\nMaster Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-encumbrance”\nprovision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related\nrequest pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to\nsuch action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Whole Loan) (A)\nrepresents less than 2% of the aggregate principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance\nthat is equal to or less than $35,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and\nproposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate\nof the Stated Principal Balance of the Serviced Mortgage Loan, any related Serviced Companion Loan (if applicable) and the principal amount\nof the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as\na single Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced\nMortgage Loan related to a Serviced Whole Loan) has a principal balance less than $10,000,000; provided that, for the avoidance\nof doubt, notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be\nrequired in connection with such waiver or grant of consent under any “due-on-encumbrance” provision if the affected\nServiced Mortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence.\n\n - 259 - \n\n \n\nFurther, neither the Master\nServicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-sale”\nprovision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related\nrequest pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to\nsuch action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Whole Loan) (A) represents\nless than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or\nless than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single\nMortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced Mortgage\nLoan related to a Serviced Whole Loan) has a principal balance less than $10,000,000; provided that, for the avoidance of doubt,\nnotwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required\nin connection with such waiver or grant of consent under any “due-on-sale” provision if the affected Serviced Mortgage\nLoan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence. For the purposes of this Agreement,\ndue-on-sale provisions shall include, without limitation, sales or transfers of Mortgaged Properties, in full or in part, or the\nsale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, in each case to the extent not\npermitted under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate\nfinancing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, in each\ncase to the extent not permitted under the related Loan Documents.\n\nThe Master Servicer or the\nSpecial Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),\nshall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the Controlling\nClass Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor, the Risk Retention\nConsultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Rule 17g-5 Information Provider\n(for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement)\nand, with respect to a Serviced Whole Loan, each related Serviced Companion Loan Holder, of any assumption or substitution agreement executed\npursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver to the Certificate\nAdministrator (or a Custodian appointed by it) an original of the recorded agreement relating to such assumption or substitution within\n15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable.\n\nIn connection with any request\nfor a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special\nServicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)),\nshall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s\nWebsite in accordance with Section 12.13 of this Agreement.\n\nFurther, subject to the terms\nof the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case, if it is the\nparty processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to cause all costs in\n\n - 260 - \n\n \n\nconnection with any assumption or encumbrance,\nincluding any arising from seeking a Rating Agency Confirmation, to be paid by the related Mortgagor. To the extent not collected from\nthe related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master\nServicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).\n\nTo the extent not prohibited\nby the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor\na fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee\nshall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.\n\n(b)              \nNothing in this Section 3.09 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 other transfer of the related Mortgaged Property or the creation of any\nlien or other encumbrance with respect to such Mortgaged Property.\n\n(c)               \nIn connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master\nServicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant\nto Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or\nServiced Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.\n\n(d)              \nWith respect to any Serviced Mortgage Loan or Serviced Whole Loan which permits release of Mortgaged Properties through defeasance,\nand to the extent consistent with the terms of the related Loan Documents:\n\n(i)                               Subject to the\nconsent rights of the Special Servicer and the Directing Holder and the process set forth in Sections 3.24 and 6.09 with\nrespect to Major Decisions and Special Servicer Decisions (provided that such consent rights of the Special Servicer and/or the Directing\nHolder shall be subject to the limitations set forth in Section 3.09(e)), the Master Servicer shall process all defeasances of\nServiced Mortgage Loans and Serviced Whole Loans in accordance with the terms of the related Loan Documents, and shall be entitled to\nany defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include the Special\nServicer’s portion of any Modification Fees or waiver fees in connection with a defeasance to which the Special Servicer is entitled\nunder this Agreement).\n\n(ii)                            In the event\nsuch Serviced Mortgage Loan or Serviced Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required “government\nsecurities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply\nwith Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant to clause (v)\nbelow or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the related Loan Documents), purchase or\ncause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced Whole Loan\n\n - 261 - \n\n \n\nand deliver to the Master Servicer, in\nthe case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and, if applicable, the related\nServiced Companion Loan Holder; provided that, subject to the related Loan Documents, the Master Servicer shall not accept the\namounts paid by the related Mortgagor to effect defeasance until acceptable “government securities” within the meaning of\nSection 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have\nbeen identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines\nof the Rating Agencies. Notwithstanding the foregoing, with respect to each of the Mortgage Loans identified on Exhibit Q\nto this Agreement (each, a “Retained Defeasance Rights and Obligations Mortgage Loan” and, collectively, the “Retained\nDefeasance Rights and Obligations Mortgage Loans”), the related Mortgage Loan Seller or originator has transferred to a third\nparty or has retained the right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related\ndefeasance collateral (“Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives notice\nof a defeasance request with respect to a Mortgage Loan that provides for Retained Defeasance Rights and Obligations in the related Loan\nDocuments, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance\nrequest to the related Mortgage Loan Seller (or such other party specified below) or to the related Mortgage Loan Seller’s assignee.\nUntil such time as 3650 Capital provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance\nRights and Obligations as to which 3650 Capital is the related Mortgage Loan Seller shall be delivered to 3650 Capital in accordance with\nSection 12.04. Until such time as BMO provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with\nRetained Defeasance Rights and Obligations as to which BMO is the related Mortgage Loan Seller shall be delivered to BMO in accordance\nwith Section 12.04. Until such time as LCF provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan\nwith Retained Defeasance Rights and Obligations as to which LCF is the related Mortgage Loan Seller shall be delivered to LCF in accordance\nwith Section 12.04.\n\n(iii)                         The Master Servicer\nshall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery of an Opinion of Counsel\n(which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) to the effect that the\nTrustee on behalf of the Trust Certificateholders and the Uncertificated Interest Owners has a first priority security interest in the\ndefeasance deposit and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company\nAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment\nthereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such\ndefeasance shall be in form and substance acceptable to the Master Servicer.\n\n(iv)                        The Master Servicer\nshall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate (which shall be an\nexpense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent certified public accountant\ncertifying that the “government securities”\n\n - 262 - \n\n \n\nwithin the meaning of Section 2(a)(16)\nof the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii),\ncomply with the requirements of the related Loan Agreement or Mortgage.\n\n(v)                           To the extent\nconsistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer\nshall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer shall not be required\nto obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has delivered a defeasance certificate\nto such Rating Agency substantially in the form of Exhibit DD to this Agreement for any Mortgage Loan that, at the time\nof such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with\na Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the Stated Principal\nBalance of all Mortgage Loans.\n\n(vi)                        If the Mortgage\nLoan or Serviced Whole Loan permits the related Mortgagor or the lender or its designee to cause an accommodation Mortgagor to assume\nsuch defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s cost and expense\n(and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such assumption) a\nspecial purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate Administrator has\nreceived a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the\nRating Agencies).\n\n(vii)                     To the extent\nconsistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred\nin connection with the defeasance of the related Mortgage Loan or Serviced Whole Loan. In the event that the Mortgagor is not required\nto pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses.\n\n(viii)                  In no event\nshall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation (or conditioning\napproval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval of a defeasance\non the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines\n(provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation\nof applicable law or the Loan Documents).\n\n(ix)                          The Master Servicer\nmay accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s Section 1.860G-(2)(a)(8)(ii),\nnotwithstanding any more restrictive requirements in the Loan Documents; provided, that the Master Servicer has received an Opinion of\nCounsel that acceptance of such defeasance collateral will not endanger the status of any Trust REMIC as a REMIC or result in the imposition\nof a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined\nin\n\n - 263 - \n\n \n\nSection 860F(a)(2) of the Code and\nthe tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from\nforeclosure property” as set forth in Section 860G(c) of the Code).\n\n(e)               \nNotwithstanding any other provision of this Agreement, without any other approval or consent of the Special Servicer (in the case\nof the Master Servicer) or the Directing Holder, the Master Servicer (for Performing Serviced Loans) or the Special Servicer (for Specially\nServiced Loans) may grant and process a Mortgagor’s request for consent to (i) subject the related Mortgaged Property to an easement,\nright of way or similar agreement for utilities, access, parking, public improvements or another purpose that, in each case, does not\nmaterially affect the use or value of the related Mortgaged Property, or the related Mortgagor’s ability to make payments with\nrespect to the related Mortgage Loan (and may consent to subordination of the related Serviced Loan to such easement, right of way or\nsimilar agreement) and (ii) to the release, substitution or addition of collateral securing any Serviced Loan in connection with a defeasance\nof such collateral (provided that the proposed defeasance collateral is of a type permitted under the related Loan Documents and provided\nfurther that, with respect to the Master Servicer, such defeasance does not require any modification, waiver or amendment of such Loan\nDocuments as described in subclauses (i) and (ii) of clause (o) of the definition of “Major Decision”);\nprovided that in each case, the Master Servicer or Special Servicer, as applicable, (A) shall have determined in accordance\nwith the Servicing Standard that such action will not materially and adversely affect the operation or value of such Mortgaged Property\nor the Trust Fund’s interest in the Mortgaged Property, (B) shall have determined that such action will not cause any Trust\nREMIC to fail to qualify as a REMIC at any time that any Trust Certificates are outstanding and (C) in the case of any action described\nin clause (ii) above, shall have complied with the provisions of Section 3.09(d) (other than the requirement to obtain\nthe consent of the Special Servicer and/or the Directing Holder as contemplated by Section 3.09(d)(i)). The Master Servicer or\nthe Special Servicer may rely on an Opinion of Counsel in making any such determination.\n\nSection 3.10          \nAppraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.\n\n(a)               \nPromptly upon knowledge of the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer\nshall use reasonable efforts to (i) obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced\nby, and reimbursable to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer\nout of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or (ii) conduct an internal valuation if the\nrelated Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Whole Loan has an\noutstanding principal balance of less than $2,000,000 (provided that the Special Servicer may, in its sole discretion in accordance with\nthe Servicing Standard, obtain an updated Appraisal of the related Mortgaged Property as contemplated by the preceding clause (i));\nprovided, however, that the Special Servicer shall not be required to obtain an updated Appraisal or conduct an internal\nvaluation of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine (9) months old unless the\nSpecial Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate.\nWith respect to any Serviced Loan for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain\nannual letter updates to any updated\n\n - 264 - \n\n \n\nAppraisal. Any Appraisal prepared in order\nto determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request,\nto each related Serviced Companion Loan Holder.\n\nAs of the first Determination\nDate following a Serviced Trust 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 (or, if applicable, internal\nvaluation performed) by the Special Servicer with respect to such Serviced Trust Loan, and all other information relevant to a Collateral\nDeficiency Amount determination. The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in\nits possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount pursuant to the definition thereof\nusing reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written\nrequest. Upon obtaining actual knowledge or receipt of notice by the Special Servicer that an Outside Serviced Mortgage Loan has become\nan AB Modified Loan, the Special Servicer shall (i) promptly request from the related Outside Servicer, Outside Special Servicer and Outside\nTrustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the\nSpecial Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the\nfirst Determination Date following receipt by the Special Servicer of the appraisal and any other information set forth in the immediately\npreceding clause (i) that the Special Servicer reasonably expects to receive (and does receive within a reasonable period of time) and\nreasonably believes is necessary to perform such calculation, calculate whether a Collateral Deficiency Amount exists with respect to\nsuch AB Modified Loan, taking into account the most recent appraisal obtained by the Special Servicer from the Outside Servicer, Outside\nSpecial Servicer or Outside Trustee, as the case may be, with respect to such Outside Serviced Mortgage Loan, and all other information\nrelevant to a Collateral Deficiency Amount determination. In connection with its calculation of a Collateral Deficiency Amount with respect\nto an Outside Serviced Mortgage Loan that has become an AB Modified Loan, the Special Servicer shall be entitled to conclusively rely\non any appraisal or other information received from the related Outside Servicer, Outside Special Servicer or Outside Trustee. The Special\nServicer shall notify the Master Servicer and the Certificate Administrator of any Collateral Deficiency Amount calculated by the Special\nServicer with respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan. The Master Servicer and the Certificate\nAdministrator shall be entitled to conclusively rely on any Collateral Deficiency Amounts calculated by the Special Servicer with respect\nto an Outside Serviced Mortgage Loan. Upon any other party to this Agreement obtaining knowledge or receipt of notice that an Outside\nServiced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Special Servicer thereof. None of the Trustee,\nthe Certificate Administrator or the Master Servicer shall calculate or verify any Collateral Deficiency Amount.\n\nThe Certificate Balance of\neach Class of applicable Principal Balance Certificates shall be notionally reduced (for purposes of determining the identity of the Non-Reduced\nCertificates and the Controlling Class, as well as the occurrence of a Control Termination Event or an Operating Advisor Consultation\nTrigger Event (exclusive of a Loan-Specific Operating Advisor Consultation Trigger Event), and, to the extent expressly set forth herein,\nfor purposes of allocating and/or exercising Voting Rights or Pooled Voting Rights in connection with certain circumstances involving\nthe termination of certain parties hereto) as of any date of determination\n\n - 265 - \n\n \n\nto the extent of the Appraisal Reduction Amount(s)\nallocated to such Class on the preceding Distribution Date. An amount equal to the Vertically Retained Percentage of the aggregate Appraisal\nReduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally reduce (to\nnot less than zero) the Combined VRR Interest Balance of the Combined VRR Interest (which amount shall, in turn, be applied to notionally\nreduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the\nUncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated\nVRR Interest Balance). The Non-Vertically Retained Percentage of the aggregate Appraisal Reduction Amount allocated to, or in respect\nof, the Mortgage Loans for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the following Classes\nof Non-Vertically Retained Principal Balance Certificates in the following order of priority: *first*, to the Class J-RR Certificates;\n*second*, to the Class G-RR Certificates; *third*, to the Class F-RR Certificates; *fourth*, to the Class E-RR Certificates;\n*fifth*, to the Class D Certificates; *sixth*, to the Class C Certificates; *seventh*, to the Class B Certificates; *eighth*,\nto the Class A-S Certificates; and finally, *pro rata* to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates\nand (iii) Class A-3 Certificates, based on their respective Certificate Balances (provided in each case that no Certificate Balance\nin respect of any such Class may be notionally reduced below zero). In addition, as of any date of determination, for purposes of determining\nthe Controlling Class or the occurrence of a Control Termination Event or an Operating Advisor Consultation Trigger Event (exclusive of\na Loan-Specific Operating Advisor Consultation Trigger Event), and after taking into account the allocations contemplated by the prior\nsentence, the Non-Vertically Retained Percentage of any Collateral Deficiency Amounts in respect of or allocated to the Mortgage Loans\nshall be applied to notionally reduce the Certificate Balances of each Class of the Control Eligible Certificates in the following order\nof priority (in each case after taking into account any Appraisal Reduction Amounts allocated thereto): *first*, to the Class J-RR\nCertificates; *second*, to the Class G-RR Certificates; and *third*, to the Class F-RR Certificates (provided in each case that\nno Certificate Balance in respect of any such Class may be notionally reduced below zero). Furthermore, as of any date of determination,\nfor purposes of determining the occurrence of an Operating Advisor Consultation Trigger Event, and after taking into account the allocations\ncontemplated by the prior two sentences, the Non-Vertically Retained Percentage of Collateral Deficiency Amounts in respect of or allocated\nto the Mortgage Loans not otherwise allocated pursuant to the prior sentence shall be applied to notionally reduce the Certificate Balance\nof the Class E-RR Certificates (provided that the Certificate Balance in respect of the Class E-RR Certificates may not be notionally\nreduced below zero). For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination\nEvent or an Operating Advisor Consultation Trigger Event, any Class of Control Eligible Certificates shall be allocated the Non-Vertically\nRetained Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, in accordance with the\nsecond and third preceding sentences, and for purposes of determining an Operating Advisor Consultation Trigger Event, the Class E-RR\nCertificates shall be allocated the Non-Vertically Retained Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral\nDeficiency Amounts, in accordance with the immediately preceding and third preceding sentences.\n\nFor purposes of determining\nthe identity of the related Non Reduced Loan-Specific Certificates and Loan-Specific Controlling Class, as well as the occurrence of a\nrelated Loan-Specific Control Termination Event or Loan-Specific Operating Advisor Consultation Trigger\n\n - 266 - \n\n \n\nEvent (and, to the extent expressly set forth\nherein, for purposes of allocating and/or exercising related Voting Rights or Loan-Specific Voting Rights in connection with certain circumstances\ninvolving the termination of certain parties hereto), any Appraisal Reduction Amount allocated to a Trust Subordinate Companion Loan shall\nbe allocated between any related Loan-Specific VRR Interest and the related Loan-Specific Certificates that are not part of any such related\nLoan-Specific VRR Interest on a pro rata basis by principal balance, with any portion of such Appraisal Reduction Amount allocated to\nthe related Loan-Specific Certificates that are not part of a related Loan-Specific VRR Interest (which may be all of such Appraisal Reduction\nAmount if there is no related Loan-Specific VRR Interest) being allocated to the respective Classes of related Loan Specific Certificates\nthat are not part of a related Loan-Specific VRR Interest in reverse sequential order of payment priority, in the case of each Class of\nrelated Loan-Specific Certificates and each related Uncertificated Interest to notionally reduce the Certificate Balance or Uncertificated\nInterest Balance, as applicable, thereof until the Certificate Balance or Uncertificated Interest Balance, as applicable, thereof is reduced\nto zero. In addition, as of any date of determination, for purposes of determining the related Loan-Specific Controlling Class or the\noccurrence of a related Loan-Specific Control Termination Event or Loan-Specific Operating Advisor Consultation Trigger Event, and after\ntaking into account the allocations contemplated by the prior sentence, any Collateral Deficiency Amounts in respect of or allocated to\na Trust Subordinate Companion Loan (or a proportionate share thereof by principal balance if there a related Loan-Specific VRR Interest)\nshall be allocated to each Class of related Loan-Specific Control Eligible Certificates (if more than one, in reverse sequential order\nof payment priority) to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is\nreduced to zero. For the avoidance of doubt, for purposes of determining the related Loan-Specific Controlling Class or the occurrence\nof a related Loan-Specific Control Termination Event or Loan-Specific Operating Advisor Consultation Trigger Event, a Class of the Loan-Specific\nControl Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts\nin respect of or allocated to the related Trust Subordinate Companion Loan (or a proportionate share thereof by principal balance if there\na related Loan-Specific VRR Interest), as described in this paragraph.\n\nWith respect to any Appraisal\nReduction Amount calculated for the purposes of determining the Non-Reduced Certificates and the Non-Reduced Loan-Specific Certificates\nor, to the extent expressly set forth herein, for the purposes of allocating and/or exercising Voting Rights, Pooled Voting Rights or\nLoan-Specific Voting Rights in connection with certain circumstances involving the termination of certain parties hereto, and with respect\nto any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class or a Loan-Specific\nControlling Class, or the occurrence of a Control Termination Event, a Loan-Specific Control Termination Event, an Operating Advisor Consultation\nTrigger Event or a Loan-Specific Operating Advisor Consultation Trigger Event, the appraised value of the related Mortgaged Property shall\nbe determined on an “as-is” basis.\n\nThe Special Servicer shall\npromptly notify the Master Servicer, the Operating Advisor and the Certificate Administrator of the determination and any redetermination\nof (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount\nby providing such information in the CREFC® Appraisal Reduction Template or in a format mutually agreeable to both the\nSpecial Servicer and the recipient, and the Certificate Administrator shall promptly post notice of the determination of\n\n - 267 - \n\n \n\nany such Appraisal Reduction Amount, Collateral\nDeficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, including such CREFC® Appraisal Reduction\nTemplate, on the Certificate Administrator’s Website.\n\nAny Appraisal Reduction Amounts\nwith respect to each Serviced Whole Loan shall be allocated, first, to any related Serviced Subordinate Companion Loan(s) (up to the outstanding\nprincipal balance(s) thereof), and then, to the related Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s),\non a *pro rata* and pari passu basis in accordance with the respective outstanding principal balances of such related Serviced Mortgage\nLoan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing, if so provided in the related Co-Lender\nAgreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter of credit to offset all or some\nportion of an Appraisal Reduction Amount.\n\nThe Holders of the majority\n(by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to\norder a second Appraisal of the Mortgaged Property securing any Serviced Loan (or, in the case of a Class of Loan-Specific Control\nEligible Class that is an Appraised-Out Class, the related Serviced Whole Loan) as to which there exists an Appraisal Reduction Amount\nor a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable\nefforts to cause such Appraisal to be (i) delivered within 30 days from receipt of the Requesting Holders’ written request\nand (ii) prepared on an “as-is” basis by an Appraiser in accordance with MAI standards. Upon receipt of such second\nAppraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second\nAppraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted,\nthe Special Servicer shall recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such\nsecond Appraisal and receipt of information reasonably requested by the Special Servicer from the Master Servicer and reasonably required\nto calculate or recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Special Servicer shall\npromptly deliver notice to the Certificate Administrator and the Master Servicer of any such determination and recalculation of Appraisal\nReduction Amount or Collateral Deficiency Amount, as applicable, and the Certificate Administrator shall promptly post such notice to\nthe Certificate Administrator’s Website. If required by any such recalculation, the applicable Appraised-Out Class shall be\nreinstated as the Controlling Class or the applicable Loan-Specific Controlling Class (if and as applicable) and each affected Class of\nPrincipal Balance Certificates and Loan-Specific Principal Balance Certificates and each affected Uncertificated Interest will, if applicable,\nhave its related Certificate Balance or Uncertificated Interest Balance, as applicable, notionally restored to the extent required by\nsuch recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.\n\nAny Appraised-Out Class as\nto which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal Reduction Amount or Collateral\nDeficiency Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class or\nthe applicable Loan-Specific Controlling Class, as applicable, until such time, if any, as such Class is reinstated as the\nControlling Class or the applicable Loan-Specific Controlling Class, as applicable, and no Control Termination Event exists,\nin the case of the\n\n - 268 - \n\n \n\nControlling Class, or no applicable Control\nAppraisal Period in respect of the related Serviced Whole Loan or related Loan-Specific Control Termination Event exists, in the case\nof a Loan-Specific Controlling Class, and the rights of the Controlling Class or the applicable Loan-Specific Controlling\nClass shall be exercised by the most subordinate Class of Control Eligible Certificates or applicable Loan-Specific Control Eligible\nCertificates, as applicable, that is not an Appraised-Out Class, if any, during such period.\n\nAppraisals that are to be\nobtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that\nthe Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to\nany appraisal requests made by any Holder of an Appraised-Out Class.\n\n(b)              \nIn connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with\nSection 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property\nAdvance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable\nAdvance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).\nThe Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding\nsentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.\n\nSubject to Section 3.21\nof this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state\nwhere the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related\nMortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure\nor if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency judgment is\nobtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination\nis evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator, any applicable Directing Holder\nand any applicable Consulting Party.\n\nIn the event that title to\nany Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure or\nby deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its\nnominee (which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and managed\nby the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests,\nthe Trust Subordinate Companion Loan Regular Interests and the Loan REMIC Regular Interests on behalf of the Holders of the Trust Certificates,\nthe Uncertificated Interest Owners and, if applicable, and the related Serviced Companion Loan Holders. Notwithstanding any such acquisition\nof title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan shall (except for purposes of Section 9.01)\nbe considered to be an REO Mortgage Loan held in the Trust Fund until such time as the related REO Property shall be sold by the Trust\nFund and shall be reduced only by collections net of expenses.\n\n - 269 - \n\n \n\n(c)               \nNotwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal\nproperty pursuant to this Section 3.10 unless either:\n\n(i)                               such personal\nproperty is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code Section 856(e)(1)) so\nacquired by the Special Servicer for the benefit of the Trust Fund; or\n\n(ii)                            the Special Servicer\nshall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that the\nholding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions\nor cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify\nas a grantor trust for federal income tax purposes at any time that any Trust Certificate is outstanding.\n\n(d)              \nNotwithstanding any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on\nbehalf of the Trust Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect partnership\nor membership interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer\nor the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)\nto the effect that the holding of such partnership or membership interest or other equity interest by the Trust Fund will not cause the\nimposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC for federal income\ntax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Trust\nCertificate is outstanding.\n\n(e)               \nNotwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust\nFund or, if applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or\nby deed-in-lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any\nMortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise\nacquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian,\nthe Trustee, the Certificate Administrator, the Trust Fund, the Trust Certificateholders, the Uncertificated VRR Interest Owner or, if\napplicable, the related Serviced Companion Loan Holders, would be considered to hold title to, or be a “mortgagee-in-possession”\nof, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental\nResponse, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has\npreviously determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent\nPerson who regularly conducts environmental audits, that:\n\n(i)                               such Mortgaged\nProperty is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it\nwould be in the best economic interest of the Trust Fund and any related Serviced\n\n - 270 - \n\n \n\nCompanion Loan Holder (as a collective\nwhole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and\n\n(ii)                            there are no\ncircumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials for which investigation,\ntesting, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local\nlaw or regulation, or that, if any such Hazardous Materials are present for which such action could be required, after consultation with\nan environmental consultant, it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder(s)\n(as a collective whole as if the Trust Fund and, if applicable, any related Serviced Companion Loan Holder(s) constituted a single lender\n(and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion Loan(s)))\nto take such actions with respect to the affected Mortgaged Property as could be required by such law or regulation.\n\nIn the event that the environmental\nassessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may not\nbe in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish such\nfact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly conducts\nsuch tests as the Special Servicer shall deem prudent to protect the interests of Trust Certificateholders, the Uncertificated Interest\nOwners and any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by\nthe Special Servicer for purposes of this Section 3.10.\n\nIn the event that the Special\nServicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan Holder, the\nSpecial Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related Serviced\nCompanion Loan Holder as the sole owner to hold title to such Mortgaged Property.\n\n(f)               \nThe environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three\nmonths of the determination that such assessment is required by any Independent Person who regularly conducts environmental audits for\npurchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent\nwith the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date with\nrespect to any Trust Loan (including that the environmental assessment identify any potential pollution conditions (as defined in the\nenvironmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance the cost of preparation\nof such environmental assessments unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance\nwould be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out\nof the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made\npursuant to the preceding sentence in the manner set forth in Section 3.06 of this Agreement. Copies of any environmental\nassessment prepared pursuant to Section 3.10(e) of this\n\n - 271 - \n\n \n\nAgreement shall be provided to the Holder\nof any Principal Balance Certificates, the applicable Loan-Specific Principal Balance Certificates (if the subject Mortgaged Property\nrelates to a Trust Subordinate Companion Whole Loan) and any related Serviced Companion Loan Holder upon written request to the Special\nServicer.\n\n(g)              \nIf the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property\nis not in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any related\nServiced Companion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted\na single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion\nLoan(s)), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines\npursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials\nare present, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder(s), as a collective\nwhole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced\nAB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion Loan(s)), to take such action with respect\nto the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation,\nthen the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund and any related Serviced\nCompanion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted a single\nlender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion\nLoan(s)). The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection\nAccount.\n\n(h)              \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 Serviced Companion Loan which 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 1099C,\nall forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon\nrequest, the Master Servicer shall deliver a copy of any such report to the Trustee, the Certificate Administrator and, if affected, to\nany related Serviced Companion Loan Holder.\n\nSection 3.11          \nTrustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any\nMortgage Loan or Serviced Whole Loan or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full\nhas been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee,\nthe Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification\n(which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment\nwhich are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will\nbe so deposited) of a Servicing Officer\n\n - 272 - \n\n \n\nand shall request delivery to it of the Mortgage\nFile. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust\nFund.\n\nFrom time to time upon request\nof the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request for Release, the Certificate Administrator\n(or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release\nto the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Certificate Administrator (or a Custodian\nappointed by it) or, in the event of a liquidation or conversion of the Mortgage Loan or Serviced Whole Loan into an REO Property, receipt\nby the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Whole\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 have been so deposited, or that such Mortgage Loan or Serviced Whole Loan has become an REO Property, the\nCertificate Administrator shall deliver (or cause any Custodian appointed by it to deliver) a copy of the Request for Release to the Master\nServicer or Special Servicer, as applicable.\n\nWithin three (3) Business\nDays, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any\ncourt pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably\nacceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action\nbrought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Whole Loan, or to obtain a deficiency judgment, or to\nenforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification\nshall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or\npleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of\nthe Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s\nsale.\n\nIf from time to time, pursuant\nto the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan,\nand as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside\nServicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced\nMortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Certificate\nAdministrator and the Certificate Administrator shall release (or cause any Custodian appointed by it to release) such original Note to\nthe requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance\nwith the preceding sentence, the Certificate Administrator (or a Custodian appointed by it) shall obtain such documentation as is appropriate\nto evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case\nmay be, of such original Note as custodian on behalf of and for the benefit of the Trustee.\n\n - 273 - \n\n \n\nSection 3.12          \nServicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.\n\n(a)               \nAs compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan (including\neach Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced Companion\nLoan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion Loan that is included as part of\na Serviced Whole Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection\nAccount and/or, in the case of a Serviced Whole Loan or portion thereof, the related Whole Loan Custodial Account as set forth in Section 3.06(a)(iii)\nand Section 3.06(a)(vii) and/or Section 3.06A of this Agreement, as applicable. In addition, the Master Servicer\nshall be entitled to receive, as additional servicing compensation (the following items, collectively, “Additional Servicing\nCompensation”), (i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment\nof a Performing Serviced Loan consented to by the Master Servicer pursuant to Section 3.24 of this Agreement that did not\nrequire the approval of the Special Servicer (provided that such transaction qualifies as a Master Servicer Decision), (ii) 50% of\nany Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to\nby the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer elects to handle any\nrelated processing) (provided that such transaction qualifies as a Major Decision or Special Servicer Decision), (iii) 100% of any\ndefeasance fee received in connection with a defeasance of a Serviced Loan as contemplated under Section 3.09 of this Agreement\n(provided that 50% of the portion of any Excess Modification Fee or waiver fee payable solely in connection with any modification, waiver,\namendment or consent executed in connection with a defeasance transaction with respect to a Performing Serviced Loan for which the consent,\nprocessing or approval of the Special Servicer is required under clause (o) of the definition of “Major Decision” (and specifically\nexcluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer), (iv) 100% of any Assumption Fees with\nrespect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented to\nby the Master Servicer that did not require the approval of the Special Servicer (provided that such transaction qualifies as a Master\nServicer Decision), (v) 50% of any Assumption Fees with respect to a Performing Serviced Loan involving a transaction described in\nthe definition of “Assumption Fees” consented to by the Special Servicer (whether or not the Special Servicer elects to handle\nany related processing) (provided that such transaction qualifies as a Major Decision or Special Servicer Decision), (vi) 50% of any fees\nrelated to a Major Decision or Special Servicer Decision on a Performing Serviced Loan (other than assumption application fees, defeasance\nfees, liquidation fees, workout fees and any other fees separately addressed in this Agreement) regardless of which servicer processes\nsuch Major Decision or Special Servicer Decision, (vii) the aggregate Prepayment Interest Excess (exclusive of any portion thereof\nattributable to an Outside Serviced Mortgage Loan), but only to the extent such amount is not required to be included in any Compensating\nInterest Payment, in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant\nto Section 3.05 of this Agreement, and (in the case of a Serviced Companion Loan) to the extent permitted under the related Co-Lender\nAgreement, (viii) 100% of Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges)\nactually received from Mortgagors in the case of items prepared by the Master Servicer or with respect to the accounts held by the Master\nServicer\n\n - 274 - \n\n \n\npursuant to this Agreement or the related Loan\nDocuments, including the Collection Account or any related subaccount, any Escrow Account or related subaccount, any Whole Loan Custodial\nAccount or related subaccount, any Lock-Box Account or related subaccount or any reserve account or related subaccount, (ix) 100%\nof assumption application fees actually received from Mortgagors on Performing Serviced Loans (if the related assumption was processed\nby the Master Servicer), (x) 100% of Consent Fees and earnout fees and other similar fees with respect to a Performing Serviced Loan\nthat did not require the approval of, or processing by, the Special Servicer; provided that such transaction qualifies as a Master Servicer\nDecision, (xi) 50% of any Consent Fees and earnout fees and other similar fees with respect to a Performing Serviced Loan consented\nto by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related servicing matter);\nprovided that such transaction qualifies as a Major Decision or Special Servicer Decision, (xii) 100% of Excess Penalty Charges (to\nthe extent provided in Section 3.14) paid by the Mortgagors with respect to any Serviced Loan other than Excess Penalty Charges\naccrued during the period such Serviced Loan is a Specially Serviced Loan (provided that for the avoidance of doubt, the Master\nServicer shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan\nis a Performing Serviced Loan even if collected when the Serviced Loan is a Specially Serviced Loan), (xiii) 100% of fees for insufficient\nor returned checks actually received from Mortgagors relating to the accounts held by the Master Servicer, and (xiv) 100% of beneficiary\nstatement charges actually received from Mortgagors to the extent the related beneficiary statements were prepared by the Master Servicer;\nprovided, however, that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i)\nthrough (vi) above as additional compensation with respect to a specific Mortgage Loan or Serviced Whole Loan, as applicable, with respect\nto which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has\nbeen cured (or has been waived in accordance with the terms of this Agreement) and all delinquent amounts required to have been paid by\nthe Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation\nFees) both (x) due with respect to such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) in the case of expense\nitems, that arose within the last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent\nprovided for in Sections 3.06(a)(iii), Section 3.06(A) and Section 3.07(b), to withdraw from the Collection\nAccount, the Whole Loan Custodial Accounts and the Loss of Value Reserve Fund and to receive from any Mortgagor Accounts (to the extent\nnot payable to the related Mortgagor under a Mortgage Loan or Serviced Whole Loan or applicable law) any interest or other income earned\non deposits therein. Interest or other income earned on funds in the Collection Account, the Whole Loan Custodial Account, the Loss of\nValue Reserve Fund and any Mortgagor Accounts (to the extent consistent with the related Loan Documents), shall be paid to the Master\nServicer as additional servicing compensation and interest or other income earned on funds in any REO Account shall be payable to the\nSpecial Servicer. In addition, the Master Servicer shall be entitled to charge and retain reasonable review fees in connection with any\nMortgagor request with respect to any Performing Serviced Loan as to which the Mortgagor request does not relate to a Major Decision or\na Special Servicer Decision or in connection with any Mortgagor request that relates to a Major Decision or Special Servicer Decision\nbeing processed by the Master Servicer with the mutual agreement of the Special Servicer, to the extent such fees are (i) not inconsistent\nwith the related Loan Documents, (ii) in accordance with the Servicing Standard and (iii) actually paid by or on behalf of the related\nMortgagor. The Special\n\n - 275 - \n\n \n\nServicer shall not waive any review fee due\nto the Master Servicer without the Master Servicer’s consent. For the avoidance of doubt, the Master Servicer shall not charge a\nfee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. Notwithstanding the foregoing,\nthe Master Servicer’s right to the additional servicing compensation described in this paragraph with respect to a Serviced Companion\nLoan shall be subject to the related Co-Lender Agreement.\n\nFor the avoidance of doubt,\nwith respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that\nis required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer\nand the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its\nrespective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer shall have\nthe right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the Master\nServicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the\nparty that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s fee.\nFor the avoidance of doubt, if the Master Servicer or the Special Servicer, as applicable, decides not to charge any fee, the Special\nServicer or the Master Servicer, as applicable, shall still be entitled to charge the portion of the related fee the Special Servicer\nor the Master Servicer, as applicable, would have been entitled to if the Master Servicer or the Special Servicer, as applicable, had\ncharged a fee and the Master Servicer or the Special Servicer, as applicable, shall not be entitled to any of such fee charged by the\nSpecial Servicer or the Master Servicer, as applicable. The foregoing provisions of this paragraph shall only apply to Performing Serviced\nLoans and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee\npayable by the Mortgagor with respect to any Specially Serviced Loan.\n\nFurther, for the avoidance\nof doubt, the provisions of the preceding paragraph do not relate to, and shall not be construed to relate to, Penalty Charges (as to\nwhich the related rights and obligations of the Master Servicer and the Special Servicer are set forth in Section 3.03(a) and Section\n3.14 of this Agreement).\n\nMidland Loan Services, a\nDivision of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time,\nat its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either\ncase, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer,\nsale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration\nand/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with\nthe Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate\nsubstantially in the form attached as Exhibit CC-1 to this Agreement, and (iii) the prospective transferee shall have\ndelivered to Midland Loan Services, a Division of PNC Bank, National Association and the Depositor a certificate substantially in the\nform attached as Exhibit CC-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator, the Special\nServicer, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar is obligated to register or qualify an\nExcess Servicing Fee Right under the Securities Act or any other securities law or to\n\n - 276 - \n\n \n\ntake any action not otherwise required under\nthis Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification.\nMidland Loan Services, a Division of PNC Bank, National Association and each holder of an Excess Servicing Fee Right desiring to effect\na transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Midland Loan Services, a Division of PNC Bank,\nNational Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee\nRight shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify\nthe Trust Certificateholders, the Uncertificated Interest Owners, the Trust, the Depositor, the Underwriters, the Initial Purchasers,\nthe Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration\nand/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with\nsuch federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing\nFee Right, the holder thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition\nand holding of such Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities Act or\nother applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Trust Certificate pursuant\nto the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Person\nthen acting as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related\nMortgage Loan or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right\nwithin one (1) Business Day following the payment of such Servicing Fees to the Master Servicer, in each case in accordance with payment\ninstructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any\nrights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the\nCertificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer, the Trustee or\nthe Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the\nExcess Servicing Fee Right.\n\nExcept as otherwise provided\nherein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all\nfees of any Sub-Servicers retained by it.\n\nThe Master Servicer will\nnot be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary, in\nthe case of a Serviced Whole Loan, in no event shall Servicing Fees with respect to the related Mortgage Loan (including an REO Mortgage\nLoan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion Loan(s), and in no event\nshall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out\nof payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced\nSubordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced Subordinate Companion Loan (including an REO\nCompanion Loan) be payable out of payments and other collections with respect to any related Serviced Pari Passu Companion Loan(s), the\nrelated Mortgage Loan or the Mortgage Pool.\n\n - 277 - \n\n \n\nThis paragraph is in no way intended to limit\nthe rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees with respect\nto any Serviced Companion Loan from the related Serviced Companion Loan Holder.\n\n(b)              \nAs compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Trust\nLoan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect to\neach Trust Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the Trustee the Trustee’s\nportion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes\nall routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator and the Authenticating\nAgent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee may not be\ntransferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s,\nas applicable, responsibilities and obligations under this Agreement.\n\n(c)               \nAs compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan\n(including each Serviced Companion Loan that is included as part of each Serviced Whole Loan) in respect of each Interest Accrual Period\nto the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced\nWhole Loan or portion thereof, the related Whole Loan Custodial Account as set forth in Section 3.06(a) and Section 3.06A.\nThe Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or in part except in connection with\nthe transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. In addition, the Special Servicer\nshall be entitled to receive, as additional servicing compensation (the following items, collectively, the “Additional Special\nServicing Compensation”): (i) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or\namendment of a Performing Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether\nor not the Special Servicer elects to handle any related processing) (provided that such transaction qualifies as a Major Decision or\nSpecial Servicer Decision); (ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment\nof a Specially Serviced Loan; (iii) 100% of any Assumption Fees with respect to a Specially Serviced Loan; (iv) 50% of any Assumption\nFees with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented\nto by the Special Servicer (whether or not the Special Servicer elects to handle any related processing) (provided that such transaction\nqualifies as a Major Decision or Special Servicer Decision); (v) 50% of any fees related to a Major Decision or Special Servicer Decision\non a Performing Serviced Loan (other than assumption application fees, defeasance fees, liquidation fees, workout fees and any other fees\nseparately addressed in this Agreement) regardless of which servicer processes such Major Decision or Special Servicer Decision; (vi) 100%\nof Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges) actually received\nfrom Mortgagors in the case of items prepared by the Special Servicer or with respect to accounts held by the Special Servicer pursuant\nto this Agreement or the related Loan Documents, including any REO Accounts; (vii) 100% of assumption application fees actually received\nfrom Mortgagors on (A) Specially Serviced Loans and (B) Performing Serviced Loans if the related assumption was processed by\nthe Special Servicer; (viii) 100% of Consent Fees and earnout fees and other similar fees with respect to a Specially Serviced Loan;\n(ix) 50% of any Consent Fees and earnout fees and\n\n - 278 - \n\n \n\nother similar fees with respect to a Performing\nServiced Loan consented to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related\nservicing matter) (provided that such transaction qualifies as a Major Decision or Special Servicer Decision); (x) 100% of Excess\nPenalty Charges (to the extent provided in Section 3.14) accrued with respect to any Serviced Loan during the period such Serviced\nLoan is a Specially Serviced Loan and actually received from the Mortgagors (provided that for the avoidance of doubt, the Special\nServicer shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan\nis a Specially Serviced Loan even if collected when the Serviced Loan is not a Specially Serviced Loan); (xi) any interest or other\nincome earned on deposits in the REO Accounts; (xii) 100% of fees for insufficient or returned checks actually received from Mortgagors\nrelating to the accounts held by the Special Servicer; (xiii) 50% of any Excess Modification Fees or waiver fees payable solely in connection\nwith any modification, waiver, amendment or consent executed in connection with a defeasance transaction with respect to Performing Serviced\nMortgage Loans for which the consent, processing or approval of the Special Servicer is required under clause (o) of the definition of\n“Major Decision” (and specifically excluding any defeasance fees); and (xiv) 100% of beneficiary statement charges actually\nreceived from Mortgagors to the extent the related beneficiary statements were prepared by the Special Servicer. In addition, the Special\nServicer shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor request with respect to any Specially\nServiced Loan or any Mortgagor request with respect to any Performing Serviced Loan that is being processed or consented to by the Special\nServicer, to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing\nStandard and (iii) actually paid by or on behalf of the related Mortgagor. The Master Servicer shall not waive any review fee due\nto the Special Servicer without the Special Servicer’s consent. For the avoidance of doubt, the Special Servicer shall not charge\na fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer. The Special Servicer shall not\nbe entitled to any Special Servicing Fees with respect to the Outside Serviced Mortgage Loans. Notwithstanding the foregoing, the Special\nServicer’s right to the additional servicing compensation described in this paragraph with respect to a Serviced Companion Loan\nshall be subject to the related Co-Lender Agreement.\n\nFor the avoidance of doubt,\nwith respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that\nis required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer\nand the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its\nrespective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer shall have\nthe right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the Master\nServicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the\nparty that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s fee.\nFor the avoidance of doubt, if the Master Servicer or the Special Servicer, as applicable, decides not to charge any fee, the Special\nServicer or the Master Servicer, as applicable, shall still be entitled to charge the portion of the related fee the Special Servicer\nor the Master Servicer, as applicable, would have been entitled to if the Master Servicer or the Special Servicer, as applicable, had\ncharged a fee and the Master Servicer or the Special Servicer, as applicable, shall not be entitled to any of such fee charged by the\nSpecial Servicer or the Master Servicer, as applicable. The foregoing provisions of this paragraph shall only apply to Performing Serviced\nLoans and,\n\n - 279 - \n\n \n\nsubject to the other terms of this Agreement,\nshall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect to any Specially Serviced\nLoan.\n\nFurther, for the avoidance\nof doubt, the provisions of the preceding paragraph do not relate to, and shall not be construed to relate to, Penalty Charges (as to\nwhich the related rights and obligations of the Master Servicer and the Special Servicer are set forth in Section 3.03(a) and Section\n3.14 of this Agreement).\n\nExcept as otherwise provided\nherein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.\n\nThe Special Servicer shall\nalso be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout\nFee Rate on such Mortgage Loan or Serviced Whole Loan for so long as it remains a Corrected Loan. The Special Servicer shall not be entitled\nto any Workout Fee with respect to any Outside Serviced Mortgage Loan. The Workout Fee with respect to any Corrected Loan will cease to\nbe payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when\nsuch Specially Serviced Loan again becomes a Corrected Loan. If the Special Servicer is terminated (other than for cause) or resigns:\n(1) it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Serviced Whole Loans that\nbecame Corrected Loans prior to the time of that termination or resignation, except the Workout Fees will no longer be payable if any\nsuch Mortgage Loan or Serviced Whole Loan subsequently becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees\npayable in respect of any Mortgage Loan or Serviced Whole Loan that was, at the time of that termination or resignation, a Specially Serviced\nLoan for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout\nnegotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or\nwas terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive full and timely\nMonthly Payments as described in clause (w) of the definition of “Specially Serviced Loan” and which thereafter becomes\na Corrected Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described in clause (w)\nof the definition of “Specially Serviced Loan”, except the Workout Fees will no longer be payable if any such Mortgage\nLoan or Serviced Whole Loan subsequently becomes a Specially Serviced Loan. In either case, the successor special servicer will not be\nentitled to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional servicing compensation in the\nform of a Liquidation Fee (other than with respect to the Outside Serviced Mortgage Loans) payable out of the Liquidation Proceeds prior\nto the deposit of the Net Liquidation Proceeds in the Collection Account or the Whole Loan Custodial Account, as applicable. However,\nno Liquidation Fee will be payable with respect to an Outside Serviced Mortgage Loan or in connection with, or out of, Liquidation Proceeds\nas set forth in the final two provisos of the definition of “Liquidation Fee” herein. Notwithstanding anything herein\nto the contrary, the Special Servicer shall not be entitled to receive both a Liquidation Fee and a Workout Fee with respect to any specific\ncollections or proceeds on any Mortgage Loan or Serviced Whole Loan. For purposes of the foregoing provisions of this Section 3.12(c),\na termination and removal of the Special Servicer under Section 6.08 of this Agreement shall be deemed to constitute a termination\nwithout cause.\n\n - 280 - \n\n \n\nIf at any time a Mortgage\nLoan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect the amount\nof any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related Loan Documents, including\nexercising all remedies available under such Loan Documents that would be in accordance with the Servicing Standard, specifically taking\ninto account the costs or likelihood of success of any such collection efforts and any applicable Realized Loss(es) that would be incurred\nby Trust Certificateholders and/or the Uncertificated Interest Owners in connection therewith as opposed to the Realized Loss(es) that\nwould be incurred as a result of not collecting such amounts from the related Mortgagor.\n\nThe Special Servicer shall\nnot be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion Loan. In addition,\nthe Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.\n\nNotwithstanding anything\nherein to the contrary, in the case of a Serviced Whole Loan, in no event shall Special Servicing Compensation with respect to the related\nMortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari\nPassu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related Serviced Pari Passu Companion\nLoan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or\nthe Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless otherwise provided in the related Co-Lender\nAgreement, in no event shall Special Servicing Compensation with respect to such Companion Loan (including an REO Companion Loan) be payable\nout of payments and other collections with respect to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or\nthe Mortgage Pool. This paragraph is in no way intended to limit the rights of the Special Servicer under the related Co-Lender Agreement\nto seek payment of unpaid Special Servicing Compensation with respect to any Serviced Companion Loan from the related Serviced Companion\nLoan Holder.\n\n(d)              \nThe Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust\nFund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated\nexpenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such expenses shall\ninclude, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure, the fees\nand expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi)\nof this Agreement.\n\n(e)               \nNo provision of this Agreement or of the Trust Certificates shall require the Master Servicer, the Special Servicer, the Certificate\nAdministrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of\ntheir duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of\nthe Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds would\nnot be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and other\ncollections on or in respect of the Mortgage Loans or Serviced Whole Loan (to the extent\n\n - 281 - \n\n \n\nrecovery is permitted from a Serviced Whole\nLoan hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.\n\nIf the Master Servicer, the\nSpecial Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a Mortgagor,\nany Trust Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s\nor the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s good\nfaith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the Special Servicer,\nthe Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense of the Trust Fund hereunder,\nthen the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as the case may be,\nshall not be required to take any action in response to such request or inquiry unless the Mortgagor or such Trust Certificateholder or\nsuch other Person, as applicable, makes arrangements for the payment of the Master Servicer’s, the Special Servicer’s, the\nOperating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses associated with such counsel (including,\nwithout limitation, posting an advance payment for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Certificate Administrator or the Trustee as the case may be, in its sole discretion. Unless such arrangements have been made,\nthe Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall\nhave no liability to any Person for the failure to respond to such request or inquiry.\n\n(f)               \nWith respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within\ntwo Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has received such\ninformation, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution Date, an electronic\nreport that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any\nof its Affiliates during the related Collection Period; provided, that no such report shall be due in any month during which no\nDisclosable Special Servicer Fees were received.\n\n(g)              \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 or rebates) from any Person (including, without limitation,\nthe Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion Loan and\nany purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure\nof any Serviced 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 3.12; provided that such prohibition shall not apply\nto Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as an Outside Servicer or Outside Special Servicer\nas expressly provided for under the applicable Outside Servicing Agreement with respect to an Outside Serviced Mortgage Loan, or as master\nservicer or special servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement governing the securitization\nof a Serviced Companion Loan. For the avoidance of doubt, the foregoing is not intended to act as a prohibition on the right of any entity\nacting in the capacities of both Master Servicer and Special\n\n - 282 - \n\n \n\nServicer from receiving or retaining any fees,\ncompensation or other remuneration it is entitled to in its capacity as Master Servicer pursuant to this Agreement.\n\n(h)              \nIf a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, the Special\nServicer shall service and administer the related Whole Loan and any related REO Property in the same manner as any other Specially Serviced\nLoan or REO Property and shall be entitled to all rights and compensation earned with respect to the related Whole Loan during the period\nfor which it acts as Special Servicer of the related Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the related\nServicing Shift Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing\nShift Mortgage Loan is still a Specially Serviced Mortgage Loan on the related Servicing Shift Date, the related Outside Special Servicer\nand the Special Servicer shall be entitled to compensation with respect to the related Whole Loan as if the Special Servicer were being\nterminated as Special Servicer and the related Outside Special Servicer were replacing it as the successor special servicer. Upon receipt\nof notice of its termination as Special Servicer with respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably\ncooperate with the related Outside Special Servicer in connection with the servicing transition of such Servicing Shift Mortgage Loan\non and after the related Servicing Shift Date.\n\nSection 3.13          \nCompensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier\nREMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced\nCompanion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder) or, in the case of a Trust\nSubordinate Companion Loan, delivered to the Certificate Administrator for deposit in the applicable Trust Subordinate Companion Loan\nREMIC Distribution Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect\nto each Mortgage Loan, any related Serviced Pari Passu Companion Loan and any related REO Loan, equal to the lesser of:\n\n(i)                               the aggregate\nof all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage\nLoans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) and the Trust Subordinate\nCompanion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan\nor a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date)\nfor the related Distribution Date; and\n\n(ii)                            the aggregate\nof (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is, in the case of each\nServiced Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and related REO Loan for which such Servicing\nFees are being paid in such Collection Period, calculated at a per annum rate equal to (1) 0.00125% for each Mortgage Loan (other than\nan Outside Serviced Mortgage Loan), Serviced Companion Loan and related REO Loan without an initial sub-servicer, and (2) 0.000625% for\neach Mortgage Loan (other than an Outside Serviced Mortgage Loan), Serviced Companion Loan and the related REO Loan\n\n - 283 - \n\n \n\nwhere servicing functions are performed\nby an initial sub-servicer, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period\nwith respect to the Mortgage Loans and the Trust Subordinate Companion Loans (and, so long as a Whole Loan is serviced under this Agreement\nand the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan) and\nnet investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Trust Certificateholders and the Uncertificated\nInterest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.\n\nIf a Prepayment Interest\nShortfall occurs with respect to a Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate from the terms\nof the related Loan Documents regarding Principal Prepayments (other than (w) if the Trust Loan is an Outside Serviced Mortgage Loan,\n(x) subsequent to a default under the related Loan Documents or if the Trust Loan is a Specially Serviced Loan, (y) pursuant to applicable\nlaw or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance\nwith the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited\nPrepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master\nServicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with\nrespect to such Trust Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment.\n\nCompensating Interest Payments\nwith respect to a Serviced Whole Loan shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion\nLoan(s) and, if applicable, any related Trust Subordinate Companion Loan, in accordance with their respective principal amounts, until\nthe respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of\nsuch Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.\n\nSection 3.14          \nApplication of Penalty Charges and Modification Fees.\n\n(a)               \nOn or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty\nCharges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Whole Loan)\nand not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received\nby it with respect to any Mortgage Loan or Serviced Whole Loan, including an Outside Serviced Mortgage Loan (to the extent allocable to\nsuch Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and remitted to the Master Servicer by the related\nOutside Servicer) during the related Collection Period, as follows:\n\n(i)*                                 first*, to\nthe extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special Servicer\nand/or the Back-Up Advancing Agent, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined\nto be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (including,\nin the case of the application of Penalty Charges, Special Servicing Fees,\n\n - 284 - \n\n \n\nWorkout Fees and Liquidation Fees) other\nthan Borrower Delayed Reimbursements, in each case, with respect to such Mortgage Loan or Serviced Whole Loan;\n\n(ii)*                             second*,\nto the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances\n(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Whole Loan previously determined to be Nonrecoverable\nAdvances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Back-Up Advancing Agent, as applicable, from\namounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries\nof such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;\n\n(iii)*                          third*,\nto the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other Additional\nTrust Fund Expenses (including, in the case of the application of Penalty Charges, Special Servicing Fees, Workout Fees and Liquidation\nFees) with respect to such Mortgage Loan or Serviced Whole Loan previously paid from the Collection Account or related Whole Loan Custodial\nAccount (and such amounts will be retained or deposited in the Collection Account or related Whole Loan Custodial Account as recoveries\nof such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and\n\n(iv)*                           fourth*,\nto the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer, as\napplicable, as servicing compensation, *pro rata*, based on their entitlement set forth in Section 3.12 of this Agreement\nprior to the applications set forth in clauses (i) through (iii) above;\n\nprovided that, notwithstanding the foregoing,\nin the case of a Whole Loan, Penalty Charges shall be allocated for the purposes and in the order set forth in the related Co-Lender\nAgreement.\n\n(b)              \nIn connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in\nwhich each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional\nTrust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report\nin the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding (1) the\namount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the Special Servicer, as applicable,\nand (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges, Modification Fees and Assumption\nFees, in each case for the related Collection Period or other reporting period as agreed to by the Master Servicer and the Special Servicer.\nThe Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to the contents of any such report and\nshall provide any supporting information with respect thereto that is reasonably requested by the Special Servicer.\n\nSection 3.15          \nAccess to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate\nAdministrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination\n\n - 285 - \n\n \n\nEvent), the Operating Advisor, the Underwriters,\nthe Initial Purchasers, the Depositor and any Trust Certificateholders and Serviced Companion Loan Holders that are, in the case of any\nTrust Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC\nand the OCC and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body\nto the jurisdiction of which any Trust Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding\nthe Trust Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body,\nsuch access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master\nServicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority\nseeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in\nthis Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable\nlaw prohibiting disclosure of information with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer\nto provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.\n\nIn connection with providing\nor granting any information or access pursuant to the prior paragraph to a Trust Certificateholder, a Serviced Companion Loan Holder or\nany regulatory authority that may exercise authority over a Trust Certificateholder or Serviced Companion Loan Holder, the Master Servicer\nand the Special Servicer may each require payment from such Trust Certificateholder or Serviced Companion Loan Holder of a sum sufficient\nto cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee\ntime and for space; provided that no charge may be made if such information or access was required to be given or made available\nwithout charge under applicable law. In connection with providing Trust Certificateholders or beneficial owners of Trust Certificates\naccess to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording\nsuch access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable\nto the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Trust Certificates\nor a beneficial holder of book entry Trust Certificates and will keep such information confidential.\n\nIn addition, in connection\nwith providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer may\n(i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability\non 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 the execution of a reasonable confidentiality agreement;\n(iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information\ncontained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver\nof the attorney-client privilege.\n\nEach of the Master Servicer\nand the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally\nanswer questions from any applicable Directing Holder and Consulting Party (to the extent such Consulting Party has consultation rights\npursuant to any related Co-Lender Agreement or pursuant\n\n - 286 - \n\n \n\nto Section 3.21, Section 3.29\nor Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master\nServicer or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable,\non the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Trust Loans and/or related\nREO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, each applicable Directing\nHolder or applicable Consulting Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance\n(but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or\nREO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality\nagreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.\n\nThe Master Servicer may (but\nshall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through\nthe Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans,\nthe related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review by the Depositor, the Trustee,\nthe Master Servicer, the Special Servicer and the Operating Advisor.\n\nThe Special Servicer shall\ndeliver (to the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise\navailable to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated Interest Owners or Trust Certificateholders\ngenerally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this\nAgreement in electronic format.\n\nThe Operating Advisor hereby\nagrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating\nAdvisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with respect to Privileged\nInformation, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged\nInformation, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29\nof this Agreement or to discharge its other duties under this Agreement.\n\nSection 3.16          \nTitle and Management of REO Properties.\n\n(a)               \nIn the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage\nLoan) is acquired for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners (or, with respect to a Serviced\nWhole Loan, for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan\nHolder(s)) (as a collective whole as if such Trust Certificateholders, the Uncertificated Interest Owners and, if applicable, such Serviced\nCompanion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability company established\nfor that purpose) in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the\ndeed or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer), or a\nseparate\n\n - 287 - \n\n \n\ntrustee or co-trustee, on behalf of the\nTrust Fund and any related Serviced Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund, shall sell any REO Property\nprior to the close of the third calendar year following the year in which the Lower-Tier REMIC or the related Trust Subordinate Companion\nLoan REMIC, as applicable, acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),\nfor purposes of Code Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an “REO\nExtension”) to sell such REO Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer,\nthe Certificate Administrator and the Trustee, addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the\neffect that the holding by the Lower-Tier REMIC or the related Trust Subordinate Companion Loan REMIC, as applicable, of such REO\nProperty subsequent to the close of the third calendar year following the year in which such acquisition occurred will not result in the\nimposition of taxes on “prohibited transactions” (as defined in Code Section 860F) of any Trust REMIC, or cause any Trust\nREMIC to fail to qualify as a REMIC under the Code at any time that any of the Lower-Tier Regular Interests, any of the related Trust\nSubordinate Companion Loan Regular Interests or any of the Regular Certificates, the Loan-Specific Certificates or the Uncertificated\nInterests is outstanding. If the Special Servicer is granted (or is not denied) the REO Extension contemplated by clause (i) of the\nimmediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence,\nthe Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel,\nas the case may be. Any expense incurred by the Special Servicer in connection with its receiving the REO Extension contemplated by clause (i)\nof the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence\nshall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement.\nThe Special Servicer, on behalf of the Trust Fund and any related Serviced Companion Loan Holder, in accordance with the Servicing Standard,\nshall dispose of any REO Property held by the Trust Fund (i) prior to the last day of such period (taking into account extensions) by\nwhich such REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided\nunder Section 3.17 of this Agreement and (ii) on the same terms and conditions as if it were the owner of such REO Property.\nThe Special Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders, the Uncertificated VRR\nInterest Owner and, if applicable, any related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated Interest Owners and\nany related Serviced Companion Loan Holder(s), solely for the purpose of its prompt disposition and sale in a manner which does not cause\nsuch REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) or\nresult in the receipt by the Trust Fund of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or\n(i) endanger the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the\nTrust Fund.\n\n \n\n(b)              \nThe Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,\nto do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)\nas are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer\ndeems to be in the best interests of the\n\n - 288 - \n\n \n\nCertificateholders, the Uncertificated Interest\nOwners and, if applicable, any related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated Interest Owners and any related\nServiced Companion Loan Holder(s) (as a collective whole as if such Trust Certificateholders, such Uncertificated Interest Owners and,\nif applicable, any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan,\ntaking into account the subordinate nature of any related Subordinate Companion Loan(s))), and, in connection therewith, the Special Servicer\nshall only agree to the payment of management fees that are consistent with general market standards or to terms that are more favorable.\nConsistent with the foregoing, the Special Servicer shall cause or permit to be earned with respect to such REO Property any “net\nincome from foreclosure property,” within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions\nonly if it has determined, and has so advised the Certificate Administrator in writing, that the earning of such income on a net after-tax\nbasis could reasonably be expected to result in a greater recovery on behalf of the Certificateholders, the Uncertificated Interest Owners\nand, if applicable, any related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated Interest Owners and any related Serviced\nCompanion Loan Holder(s) (as a collective whole as if such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable,\nany related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account\nthe subordinate nature of any related Subordinate Companion Loan(s))) than an alternative method of operation or rental of such REO\nProperty that would not be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect\nto any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO\nProperty a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account and (subject\nto any changes in the identities of the Special Servicer and/or the Trustee) shall be entitled “3650 REIT Loan Servicing LLC, as\nSpecial Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered Holders\nof BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C15, and the Uncertificated Interest\nOwners [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED WHOLE LOAN: and the related Serviced Companion Loan Holder(s)], as their\ninterests may appear--REO Account”. The Special Servicer shall be entitled to withdraw for its account any interest or investment\nincome earned on funds deposited in an REO Account to the extent provided in Section 3.07(b) of this Agreement. 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 revenues and proceeds received by it with respect to any REO Property, and shall withdraw therefrom funds necessary for the\nproper operation, management and maintenance of such REO Property and for other Property Protection Expenses with respect to such REO\nProperty, including:\n\n(i)                               all insurance\npremiums due and payable in respect of any REO Property;\n\n(ii)                            all real estate\ntaxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;\n\n(iii)                         all costs and\nexpenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including, if applicable,\nthe payments of any ground rents in respect of such REO Property; and\n\n - 289 - \n\n \n\n(iv)                         any\ntaxes imposed on any Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of\nthis Agreement.\n\nTo the extent that such REO\nProceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided written\nnotice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an urgent basis,\ntwo (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis of the urgency) prior\nto the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless the Master Servicer determines,\nin accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense\nof the Trust Fund and paid by the Master Servicer out of the Collection Account). If the Master Servicer does not make any such Advance\nin violation of the immediately preceding sentence, the Back-Up Advancing Agent shall make such Advance unless the Back-Up Advancing Agent\ndetermines that such Advance would be a Nonrecoverable Advance. The Back-Up Advancing Agent shall be entitled to rely, conclusively, on\nany determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The Back-Up Advancing Agent, in\ndetermining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business judgment. The Master\nServicer or the Back-Up Advancing Agent, as applicable, shall be entitled to reimbursement of such Advances (with interest at the Advance\nRate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable, Section 3.06A\nof this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer for deposit into the Collection\nAccount, or, for a Serviced Whole Loan, the related Whole Loan Custodial Account, on a monthly basis prior to the related Master Servicer\nRemittance Date the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds received or collected\nfrom each REO Property during the related Collection Period, except that in determining the amount of any such Net REO Proceeds, the Special\nServicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related\nexpenses. Notwithstanding the foregoing, the Special Servicer shall not:\n\n(i)                               permit the Trust\nFund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income that does not constitute\nRents from Real Property;\n\n(ii)                            permit any amount\nto be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;\n\n(iii)                         authorize or\npermit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or other improvement\nthereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default\non the related Mortgage Loan or Serviced Whole Loan became imminent, all within the meaning of Code Section 856(e)(4)(B); or\n\n(iv)                        Directly Operate\nor allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust\nFund, unless such Person is an Independent Contractor;\n\n - 290 - \n\n \n\nunless, in any such case, the Special Servicer\nhas requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder, the Certificate\nAdministrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced Companion Loan is part\nof a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such REO Property to fail to qualify\nas “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception\napplicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund, in which case the Special Servicer\nmay take such actions as are specified in such Opinion of Counsel.\n\nThe Special Servicer shall\nbe required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund and payable\nout of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition thereof\n(unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion of Counsel that the operation\nand management of any REO Property other than through an Independent Contractor shall not cause such REO Property to fail to qualify as\n“foreclosure property” within the meaning of Code Section 860G(a)(8)) (which opinion shall be an expense of the\nTrust Fund), provided that:\n\n(i)                               the terms and\nconditions of any such contract shall be reasonable and customary for the area and type of property and shall not be inconsistent herewith;\n\n(ii)                            any such contract\nshall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection\nwith the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs\nand expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof\nby such Independent Contractor;\n\n(iii)                         none of the\nprovisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent Contractor shall\nbe deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee on behalf of the Certificateholders,\nthe Uncertificated VRR Interest Owner and, if applicable, any related Loan-Specific Certificateholders and/or Loan-Specific Uncertificated\nInterest Owners and any related Serviced Companion Loan Holder(s) with respect to the operation and management of any such REO Property;\nand\n\n(iv)                        the Special Servicer\nshall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with\nthe operation and management of such REO Property.\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 - 291 - \n\n \n\n(c)               \nWhen and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced\nCompanion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a statement\nprepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting\nfrom the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants\nof, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with Section 3.16(a)\nand Section 3.16(b) of this Agreement.\n\n(d)              \nNotwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside\nServiced Mortgage Loan.\n\nSection 3.17          \nSale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.\n\n(a)               \nThe parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced\nMortgage Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise\nexpressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case\nof a Mortgage Loan related to a Serviced Whole Loan in accordance with and subject to the provisions of the related Co-Lender Agreement\nand Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan or subordinate\nmortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.\n\n(b)              \nPromptly upon a Serviced Loan or Serviced Whole Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance\nwith the Servicing Standard that it would be in the best interests of the Certificateholders, the Uncertificated VRR Interest Owner (and\nthe related Loan-Specific Certificateholders and any related Loan-Specific Uncertificated Interest Owners if a Trust Subordinate Companion\nWhole Loan is involved) and, in the case of a Serviced Whole Loan, any related Serviced Companion Loan Holder(s) (as a collective whole\nas if such Certificateholders, the Uncertificated VRR Interest Owner (and the related Loan-Specific Certificateholders and any related\nLoan-Specific Uncertificated Interest Owners if a Trust Subordinate Companion Whole Loan is involved) and, in the case of a Serviced Whole\nLoan, any related Serviced Companion Loan Holder(s), constituted a single lender) to attempt to sell such Defaulted Loan, the Special\nServicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf of the Certificateholders, the Uncertificated\nVRR Interest Owner (and the related Loan-Specific Certificateholders and any related Loan-Specific Uncertificated Interest Owners if a\nTrust Subordinate Companion Whole Loan is involved) and, if applicable, any related Serviced Companion Loan Holder(s) in such manner as\nwill be reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer\nshall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that\nconstitutes a fair price for such Defaulted Loan. The Special Servicer shall notify any applicable Directing Holder and Consulting Party\nof any written offers (excluding, for the sake of clarity, any unsuccessful bids received during an auction, whether live or on-line,\nthat were lower than the accepted offer) received regarding the sale of any Defaulted Loan, in each case to the extent requested in writing\n(which written request may be in the form of electronic mail) by any such party. Any Serviced Companion Loan that is part of a\n\n - 292 - \n\n \n\nDefaulted Serviced Whole Loan is to be sold\ntogether with the related Mortgage Loan, subject to the other subsections of this Section 3.17 and any additional requirements\nset forth in the related Co-Lender Agreement.\n\n(c)               \nThe Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion\nLoan Holder (in the case of a Serviced Whole Loan), any applicable Directing Holder and Consulting Party not less than five (5) Business\nDays’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated to submit an offer\nto purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual\ncapacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant hereto.\n\n(d)              \nWhether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement\nshall be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror\nis an Interested Person (provided that the Trustee may not be an offeror); provided, however, that no offer from\nan Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers\nare received from independent third parties; and provided, further, notwithstanding the immediately preceding proviso, the Purchase\nPrice for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan) shall be deemed a fair price in all cases,\nincluding with respect to any offer from an Interested Person. In all cases under this Agreement (except to the extent the Trustee is\nnot required to determine whether any cash offer constitutes a fair price for any Defaulted Loan pursuant to the immediately preceding\nsentence), in determining whether any offer received from an Interested Person represents a fair price for any Defaulted Loan, the Trustee\nshall (at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan\nmatters with at least five (5) years’ experience in valuing or investing in mortgage loans similar to such Defaulted Loan that has\nbeen selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Defaulted Loan; provided\nthat the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.\nThe reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this\nSection 3.17(d) will be covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively\nupon such third party’s determination. In determining whether any such offer from a Person other than an Interested Person constitutes\na fair price for any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated\nAppraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors,\nthe period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of the related Mortgaged Property\nand the state of the local economy. The appraiser conducting any new Appraisal for determining whether any offer from a Person other than\nan Interested Person represents a fair price for any Defaulted Loan shall be an Appraiser selected by the Special Servicer. The cost of\nany such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person\nis offering to purchase such Defaulted Loan.\n\n(e)               \nSubject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g)\nand Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and\n\n - 293 - \n\n \n\nany affected Serviced Companion Loan Holder\nin negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection\nof all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may\nretain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such\nsales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the Whole Loan Custodial\nAccount. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the Certificate Administrator or the Trust\nFund (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any\nappropriations applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this\nAgreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the\nAsset Representations Reviewer or the Trustee shall have any liability to any Trust Certificateholder or Uncertificated Interest Owner\nwith respect to the purchase price therefor accepted by the Special Servicer or the Trustee.\n\n(f)               \nSubject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of\na Subordinate Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Whole Loan\n(or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section , the Special Servicer shall continue\nto service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall pursue such other\nresolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent with this Agreement\nand the Servicing Standard.\n\n(g)              \nAny sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted\nLoan purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the related Co-Lender\nAgreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Whole Loan Custodial Account,\nas applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt of (i) an Officer’s Certificate\nfrom the Master Servicer to the effect that such deposit has been made and (ii) a Request for Release, shall release or cause to be released\nto the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer or the Special Servicer, as applicable,\nshall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in\nsuch purchaser ownership of such Defaulted Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall\ndeliver the related Servicing File (to the extent either has possession of such file) to such purchaser.\n\n(h)              \nThe parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related\nto an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.\n\n(i)                \nThe Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to\nan Outside Serviced Mortgage Loan) on behalf of the Trust Certificateholders, the Uncertificated Interest Owners and the related Serviced\nCompanion Loan Holder in such manner as will be reasonably likely to realize a fair price within\n\n - 294 - \n\n \n\nthe time period specified by Section 3.16\nof this Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple\noffers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property.\nIf the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any\nREO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints imposed by Section 3.16\nof this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special Servicer\nshall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept\nthe highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for\nany REO Property sold hereunder shall be deposited in the Collection Account or, if applicable, the related Whole Loan Custodial Account.\n\n(j)                \nThe Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion\nLoan Holder, the Operating Advisor, any applicable Directing Holder and any applicable Consulting Party not less than three (3) Business\nDays’ prior written notice of its intention to sell any REO Property (other than an REO Property related to an Outside Serviced\nMortgage Loan) hereunder. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding\nanything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase,\nor purchase, any REO Property pursuant hereto.\n\n(k)              \nWhether any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced\nMortgage Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if the\nofferor is a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided that\nthe Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute a fair price\nunless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties;\nand provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such REO Property shall be\ndeemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining whether any offer received\nfrom an Interested Person represents a fair price for any such REO Property, the Trustee shall (at the expense of the Interested Person)\ndesignate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience\nin valuing or investing in properties similar to such REO Property that has been selected with reasonable care by the Trustee to determine\nif such cash offer constitutes a fair price for such REO Property; provided that the Trustee will not engage a third party expert\nwhose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals, inspection reports\nand broker opinions of value incurred by any such third party pursuant to this Section 3.17(k) will be covered by, and will\nbe reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third party’s determination.\nIn determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any such REO Property,\nthe Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that\nit may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of any delinquency\non the related Mortgage Loan or Serviced Whole Loan, the occupancy level and physical condition of such REO Property, the state of the\nlocal economy\n\n - 295 - \n\n \n\nand the obligation to dispose of such REO Property\nwithin the time period specified in Section 3.16 of this Agreement. The appraiser conducting any new Appraisal for determining\nwhether any offer from a Person other than an Interested Person represents a fair price for any REO Property shall be an Appraiser selected\nby the Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property\nAdvance if no Interested Person is offering to purchase such REO Property.\n\n(l)                \nSubject to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the\nSpecial Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other\naction necessary or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property related\nto an Outside Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the\nSpecial Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the\npreparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into\nthe Collection Account or, if applicable, the related Whole Loan Custodial Account. Any sale of any Defaulted Loan or REO Property (other\nthan an REO Property related to an Outside Serviced Mortgage Loan) shall be final and without recourse to the Trustee, the Certificate\nAdministrator or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse to the Trust Fund and the related\nServiced Companion Loan Holder imposed by those representations and warranties typically given in such transactions, any appropriations\napplied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none\nof the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations\nReviewer or the Trustee shall have any liability to any Trust Certificateholder or Uncertificated Interest Owner with respect to the purchase\nprice therefor accepted by the Special Servicer or the Trustee.\n\n(m)            \nNotwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to\naccept the highest cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with any applicable Directing Holder\nand Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the\napplicable Trust Certificateholders and Uncertificated Interest Owners and, in the case of a sale of a Serviced Whole Loan (or applicable\nportion thereof), the related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Trust Certificateholders, such\nUncertificated Interest Owners and, if applicable, any such related Serviced Companion Loan Holder(s) constituted a single lender (and,\nin the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion Loan(s))), and\nthe Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable\nand good faith judgment, that acceptance of such offer would be in the best interests of the applicable Trust Certificateholders and Uncertificated\nInterest Owners and, in the case of a Serviced Whole Loan, any related affected Serviced Companion Loan Holder(s) (as a collective whole\nas if such Certificateholders, such Uncertificated Interest Owners and, if applicable, any such related Serviced Companion Loan Holder(s)\nconstituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate\nCompanion Loan(s))) (for example, if the prospective buyer making the lower offer\n\n - 296 - \n\n \n\nis more likely to perform its obligations or\nthe terms offered by the prospective buyer making the lower offer are more favorable).\n\nNotwithstanding any of the\nforegoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash offer for\nan REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer determines (in consultation\nwith any applicable Directing Holder and Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer\nwould be in the best interests of the applicable Trust Certificateholders and Uncertificated Interest Owners and, in the case of a sale\nof an REO Property that corresponds to a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as\nif such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable, any Serviced Companion Loan Holder(s) constituted\na single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion\nLoan(s))), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines,\nin its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the applicable Trust Certificateholders\nand Uncertificated Interest Owner and, in the case of an REO Property that corresponds to a Serviced Whole Loan, any related Serviced\nCompanion Loan Holder(s) (as a collective whole as if such Trust Certificateholders, such Uncertificated Interest Owners and, if applicable,\nany related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account\nthe subordinate nature of any related Serviced Subordinate Companion Loan(s))) (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).\n\n(n)              \nIn no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on\nthe Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan or any\nMortgage Loan.\n\n(o)              \nNotwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing\nAgreement (which, if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative\nfor so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust,\nshall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in the related Co-Lender\nAgreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Back-Up\nAdvancing Agent, the Master Servicer or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside\nServiced Mortgage Loan or the related Companion Loan(s) or any other Mortgage Loan.\n\n(p)              \nNotwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17\nwill remain subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder\nas set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor\nagreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement\nor the related mezzanine loan\n\n - 297 - \n\n \n\nintercreditor agreement in connection with\nany such purchase rights in favor of any related Subordinate Companion Loan Holder or mezzanine loan holder and shall provide such notices\nto the related Subordinate Companion Loan Holder or the holder of a related mezzanine loan as are required by the related Co-Lender\nAgreement or the related mezzanine loan intercreditor agreement in connection with each such holders’ purchase rights.\n\n(q)              \nWith respect to any Serviced Whole Loan (other than any such Whole Loan that is a Serviced Outside Controlled Whole Loan) that,\npursuant to the terms of the related Co-Lender Agreement, becomes a Defaulted Serviced Whole Loan, if the Special Servicer determines\nto sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall sell each\nrelated Serviced Pari Passu Companion Loan and any related Trust Subordinate Companion Loan together with such Serviced Mortgage Loan\nas a single whole loan in accordance with this Agreement and subject to any rights of the applicable Directing Holder and the holder of\nany related non-controlling Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding\nanything to the contrary herein, the Special Servicer shall not sell any such Serviced Whole Loan if it becomes a Defaulted Serviced Whole\nLoan without the written consent of each related Serviced Pari Passu Companion Loan Holder (provided that such consent is not required\nif the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which\ndelivery may be by electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to\nsuch related Serviced Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent\npermitted under the terms of the related Co-Lender Agreement; provided, that to the extent an Other Securitization Trust is\nthe related Serviced Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization Trust or by the\nparties to the related Other Pooling and Servicing Agreement): (a) at least 15 Business Days’ prior written notice of any decision\nto attempt to sell such Defaulted Serviced Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each\nbid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such\nproposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced\nWhole Loan, and any documents in the Servicing File reasonably requested by such related Serviced Pari Passu Companion Loan Holder that\nare material to the price of the subject Serviced Whole Loan; and (d) until the sale is completed, and a reasonable period of time\n(but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided\nto other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with\nthe proposed sale; provided, that a related Serviced Pari Passu Companion Loan Holder may waive as to itself any of the delivery or timing\nrequirements set forth in this sentence. The applicable Directing Holder and each related Serviced Pari Passu Companion Loan Holder may\nsubmit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Defaulted Serviced Whole\nLoan unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.\n\n(r)                \nWith respect to any Serviced Whole Loan that is a Serviced Outside Controlled Whole Loan that, pursuant to the terms of the related\nCo-Lender Agreement, becomes a Defaulted Serviced Whole Loan, and if the Special Servicer determines to sell the related Serviced\nMortgage Loan in accordance with this Section 3.17, then the Special Servicer shall sell each related Serviced Pari Passu\nCompanion Loan together with such Serviced Mortgage Loan as\n\n - 298 - \n\n \n\na single whole loan in accordance with this\nAgreement and subject to any rights of any related Outside Controlling Note Holder, the Controlling Class Representative and/or the holder\nof any related non-controlling Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding\nanything to the contrary herein, the Special Servicer shall not sell any such Serviced Whole Loan if it becomes a Defaulted Serviced Whole\nLoan without the written consent of the Controlling Class Representative (unless a Consultation Termination Event exists), the related\nOutside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such\nconsent is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special\nServicer has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related\nCo-Lender Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each related\nnon-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the holder of each\nrelated non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under the terms of the related Co-Lender Agreement):\n(a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least 10 days\nprior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the\nSpecial Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most\nrecent appraisal for the subject Serviced Whole Loan, and any documents in the Servicing File reasonably requested by the Controlling\nClass Representative, the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu\nCompanion Loan that are material to the price of the subject Serviced Whole Loan; and (d) until the sale is completed, and a reasonable\nperiod of time (but no less time than is afforded to other offerors and the Controlling Class Representative) prior to the proposed sale\ndate, all information and other documents being provided to other offerors and all leases or other documents that are approved by the\nMaster Servicer or the Special Servicer in connection with the proposed sale; provided, that the Controlling Class Representative,\nthe related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan may\neach waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative, the\nrelated Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan shall be\npermitted to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Serviced Whole\nLoan unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.\n\nNotwithstanding the prior\nparagraph, with respect to each Serviced AB Whole Loan (other than a Trust Subordinate Companion Whole Loan), if such Serviced AB Whole\nLoan becomes a Defaulted Serviced Whole Loan, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance\nwith this Section 3.17, then the Special Servicer shall not be permitted or required to sell the related Serviced Subordinate\nCompanion Loan(s) together with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as a single whole loan\nexcept as required by the related Co-Lender Agreement.\n\nWith respect to a Trust Subordinate\nCompanion Whole Loan, if such Serviced AB Whole Loan becomes a Defaulted Serviced Whole Loan, and if the Special Servicer determines to\nsell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special\n\n - 299 - \n\n \n\nServicer shall sell the related Trust Subordinate\nCompanion Loan together with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as one whole loan in accordance\nwith this Agreement and the related Co Lender Agreement.\n\n(s)               \nWith respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or\nany analogous term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO Property\nrelated to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property shall be administered\nby the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and the related Co-Lender Agreement.\nAny such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the applicable Outside Servicing Agreement\nand/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer,\nthe Special Servicer, the Certificate Administrator or the Trustee shall have any liability to any Trust Certificateholder or Uncertificated\nInterest Owner with respect to the purchase price for such Outside Serviced Mortgage Loan or such REO Property accepted on behalf of the\nTrust. Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection Account.\n\nSection 3.18          \nAdditional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports\nto the Serviced Companion Loan Holder.\n\n(a)               \nThe Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause\nto be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the Servicing\nStandard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced Mortgage Loans\nwith an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect to such Mortgaged\nProperty relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000, in each case commencing in\n2027; provided that the Master Servicer is not required to inspect any Mortgaged Property that has been inspected by the Special\nServicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the related\nMortgaged Property shall be inspected by the Special Servicer as soon as practicable and thereafter at least every calendar year for so\nlong as such condition exists. The cost of any annual inspection, or bi-annual inspection, as the case may be, shall be borne by the\nMaster Servicer unless the related Serviced Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan. The Master Servicer shall\nreimburse the Special Servicer for the cost of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of\nthe Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)\nand any out-of-pocket costs incurred with respect to such inspection shall be borne by the Trust Fund. The Special Servicer or\nthe Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection performed by it pursuant\nto this Section 3.18(a), and shall, as soon as reasonably practicable following completion, deliver or make available a copy\n(in electronic format) of each such report to the Certificate Administrator (who shall post such report to the Certificate Administrator’s\nWebsite for review by Privileged Persons in accordance with Section 4.02(a)).\n\n - 300 - \n\n \n\n(b)              \nThe Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest\nof the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within\n60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor of\nthe transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default\nunder the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall forward to the Special\nServicer any written notice of default under a ground lease.\n\n(c)               \nThe Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced Companion\nLoan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with respect\nto the related Mortgaged Property and Serviced Companion Loan related thereto.\n\n(d)              \nThe Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor\nof the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the related\nOutside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations.\nThe Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in the Master Servicer’s\npossession as the related Outside Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance would\nbe “nonrecoverable.”\n\n(e)               \nIf required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan\nHolder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment\nWorksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis Reports,\nin each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties securing the related\nServiced Companion Loan.\n\nSection 3.19          \nLock-Box Accounts, Escrow Accounts. Except with respect to the Outside Serviced Mortgage Loans, the Master Servicer\nshall administer each Lock-Box Account and Escrow Account in accordance with the related Mortgage or Loan Agreement or Lock-Box\nAgreement, if any, and administer any letters of credit pursuant to the related letter of credit agreement and the Loan Documents.\n\nNotwithstanding the foregoing,\nto the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the related\nLoan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Whole Loan), neither\nthe Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Whole Loan) until after\nthe occurrence of an event of default under the Mortgage Loan (or Serviced Whole Loan) that may result in the Mortgage Loan (or Serviced\nWhole Loan) being accelerated or becoming a Specially Serviced Loan.\n\n - 301 - \n\n \n\nSection 3.20          \nProperty Advances.\n\n(a)               \nExcept with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)\nof this Agreement, the Back-Up Advancing Agent) shall make any Property Advances as and to the extent incidental to the performance of\nits duties under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances shall be\nmade with regard to a Subordinate Companion Loan held outside the Trust if the related Mortgage Loan is no longer held by the Trust. The\nSpecial Servicer shall give the Master Servicer, the Back-Up Advancing Agent and any affected Serviced Companion Loan Holder not less\nthan five (or, in the case of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’\nwritten notice before the date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially\nServiced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition, the Special Servicer\nshall provide the Master Servicer, the Back-Up Advancing Agent and any affected Serviced Companion Loan Holder with such information in\nits possession as the Master Servicer, the Back-Up Advancing Agent or such Serviced Companion Loan Holder, as applicable, may reasonably\nrequest to enable the Master Servicer or the Back-Up Advancing Agent, as applicable, to determine whether a requested Property Advance\nwould constitute a Nonrecoverable Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance\nshall be deemed to be a determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and\nthe Master Servicer shall be entitled to conclusively rely on such determination. In the absence of a determination by the Special Servicer\nthat a Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made\n(or contemplated to be made) by the Master Servicer or the Back-Up Advancing Agent will remain with the Master Servicer or the Back-Up\nAdvancing Agent, as applicable. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the\nMaster Servicer the Special Servicer’s determination as to whether any Property Advance previously made with respect to a Specially\nServiced Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Back-Up Advancing Agent\nshall be entitled to conclusively rely on and shall be bound by such a determination by the Special Servicer that a Property Advance previously\nmade or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance. Although the Special\nServicer may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will have no right to (i) make an\naffirmative determination that any Property Advance previously made or to be made (or contemplated to be made) by the Master Servicer\nor the Back-Up Advancing Agent is, or would be, recoverable or (ii) reverse any determination that may have been made by the Master Servicer\nor the Back-Up Advancing Agent or to prohibit the Master Servicer or the Back-Up Advancing Agent from making a determination that any\nProperty Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit\nthe Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated to be made) would be, or\na previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master Servicer and the Special\nServicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes of non-recoverability determinations\nas if such amounts were unreimbursed Property Advances.\n\n - 302 - \n\n \n\nFor purposes of distributions\nto Trust Certificateholders, the Uncertificated Interest Owners and Serviced Companion Loan Holders and compensation to the Master Servicer,\nthe Trustee or any other party hereto, Property Advances shall not be considered to increase the principal balance of any Mortgage Loan\nor Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so provide.\n\n(b)              \nThe Master Servicer shall notify the Back-Up Advancing Agent, the Special Servicer and any related Serviced Companion Loan Holder\nin writing promptly upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property\nAdvance required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such\nProperty Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth\ntherein information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment\nof such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business Days following\nsuch notice, the Back-Up Advancing Agent, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the amount\nof such Property Advance in accordance with such information and instructions. Any notice to the Back-Up Advancing Agent pursuant to this\nSection shall be deemed to be given to a Responsible Officer of the Back-Up Advancing Agent if made in accordance with Section 12.04\nof this Agreement.\n\n(c)               \nNone of the Master Servicer, the Special Servicer or the Back-Up Advancing Agent shall be obligated to make a Property Advance\nas to any Mortgage Loan or Serviced Whole Loan or REO Property if the Master Servicer, the Special Servicer or the Back-Up Advancing Agent,\nas applicable, determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder\nto make Property Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute a\nNonrecoverable Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be made is or\nwould, if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special\nServicer, in accordance with the Servicing Standard and (ii) in the case of the Back-Up Advancing Agent, in accordance with its good\nfaith business judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance\nDate to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives (and the related master servicer\nand special servicer under any related Other Pooling and Servicing Agreement, if applicable), in the case of any Serviced Whole Loan,\n(2) the Trustee (unless it is the Person making the determination), (3) any applicable Directing Holder, (4) the Master\nServicer (unless it is the Person making the determination), (5) the Special Servicer (unless it is the Person making the determination),\n(6) the Certificate Administrator (unless it is the Person making the determination), (7) the Back-Up Advancing Agent (unless it is the\nPerson making the determination) and (8) the Depositor (if the Back-Up Advancing Agent is making the determination), setting forth the\nbasis for such determination, together with any other information that supports such determination together with a copy of any Appraisal\nof the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense of the Trust Fund, shall take\ninto account any material change in circumstances of which such Person is aware or such Person has received new information, either of\nwhich has a material effect on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within\n\n - 303 - \n\n \n\nthe twelve months preceding such determination\nof nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls\nof the related Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’ reports,\nenvironmental surveys or similar reports that such Person may have obtained and that support such determination. In connection with a\ndetermination by the Special Servicer, the Master Servicer or the Back-Up Advancing Agent as to whether a Property Advance previously\nmade or to be made constitutes or would constitute a Nonrecoverable Advance:\n\n(A)            \nany such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the\nrelated Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider (among other things) the related Mortgaged\nProperties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding\nthe possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other\nthings) future expenses and to estimate and consider (among other things) the timing of recoveries;\n\n(B)             \nany such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination\nthat an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value\nestimates or other information as reasonably may be required for such purposes;\n\n(C)             \nthe Special Servicer may, at its option (exercised in its sole discretion), make a determination in accordance with the Servicing\nStandard that any proposed Property Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a\nNonrecoverable Advance and may deliver to the Master Servicer, the Back-Up Advancing Agent, any applicable Directing Holder and the Controlling\nClass Representative if it is an applicable Consulting Party and, in the case of a Property Advance with respect to a Serviced Outside\nControlled Whole Loan, the related Outside Controlling Note Holder notice of such determination, which determination shall be conclusive\nand binding on the Master Servicer and the Back-Up Advancing Agent (but this statement shall not be construed to entitle the Special Servicer\nto reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination,\nthat a Property Advance constitutes or would constitute a Nonrecoverable Advance);\n\n(D)            \nthe Back-Up Advancing Agent shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer\nthat a Property Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively,\non any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;\n\n(E)             \nany non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20\nwith respect to the\n\n - 304 - \n\n \n\nnon-recoverability of Property Advances\nshall be conclusive and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Back-Up Advancing\nAgent; and\n\n(F)              \nnotwithstanding the foregoing, the Back-Up Advancing Agent may conclusively rely upon any determination by the Master Servicer\nor the Special Servicer that any Property Advance would be recoverable (unless a non-recoverability determination has been made by\nthe other servicer in accordance with clause (E) above which is binding on the Back-Up Advancing Agent), and the Master Servicer\nmay conclusively rely upon any determination by the Special Servicer that any Property Advance would be recoverable.\n\n(d)              \nThe Master Servicer, the Special Servicer and/or the Back-Up Advancing Agent, as applicable, shall be entitled to the reimbursement\nof Property Advances made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii)\nof this Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and\nthe Special Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement\nof such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.\n\n(e)               \nNotwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement\nwith respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan),\nthe Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least\nfive (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided that the written request\nsets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required\nto be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the Master\nServicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does not constitute\nor would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such Property Advance that\nit is so requested by the Special Servicer to make, within five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business\nDays) of the Master Servicer’s receipt of such request. The Special Servicer shall have no obligation to make any Property Advance;\nprovided that the Special Servicer may in its sole discretion elect to make an Emergency Advance, and the Master Servicer shall\nreimburse the Special Servicer for such Property Advance (with interest thereon), provided that such Advance is not determined by the\nMaster Servicer, in accordance with the Servicing Standard, to be nonrecoverable. The Master Servicer shall be entitled to reimbursement\nfor any Advance made by it at the direction of the Special Servicer, together with interest thereon at the same time, in the same manner\nand to the same extent as the Master Servicer is entitled with respect to any other Advances made thereby.\n\n(f)               \nWithin five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),\nthe Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all\n\n - 305 - \n\n \n\ninformation and documentation regarding the\nsubject Emergency Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of such Master\nServicer’s own funds, to reimburse the Special Servicer for any such unreimbursed Emergency Advances (other than any Emergency Advance\ndetermined by the Master Servicer, in accordance with Section 3.20(c) of this Agreement, to be a Nonrecoverable Property Advance)\nmade by the Special Servicer pursuant to the proviso to the penultimate sentence of Section 3.20(e), together with interest\nthereon at the Advance Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying\npayment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence\nby wire transfer of immediately available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s\nreimbursement to the Special Servicer of any Emergency Advance and payment to the Special Servicer of interest thereon, all in accordance\nwith this Section 3.20(f), the Master Servicer shall for all purposes of this Agreement be deemed to have made such Emergency\nAdvance at the same time as the Special Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled\nto be reimbursed for such Emergency Advance, together with interest thereon at the Advance Rate, at the same time, in the same manner\nand to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Emergency Advance at the\ntime the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall\nnot be required to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with Section 3.20(c)\nof this Agreement that such Emergency Advance, although not characterized by the Special Servicer as a Nonrecoverable Property Advance,\nis in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing (which may be provided\nelectronically) of such determination and, if applicable, such unreimbursed Nonrecoverable Property Advance made by the Special Servicer\nshall be reimbursed to the Special Servicer pursuant to Section 3.06(a) of this Agreement.\n\nSection 3.21          \nAppointment of Special Servicer; Asset Status Reports.\n\n(a)               \n3650 REIT Loan Servicing LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans\n(other than the Outside Serviced Mortgage Loans) and each Serviced Whole Loan.\n\n(b)              \nThe Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior\nto taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with\nrespect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan\nor Serviced Whole Loan. Each Asset Status Report shall be delivered in electronic format to the Operating Advisor (subject to Section 3.21(e)\nof this Agreement), any applicable Directing Holder, any applicable Consulting Parties and, for posting to the Rule 17g-5 Information\nProvider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider; provided,\nhowever, the Special Servicer shall not be required to deliver an Asset Status Report to the related Directing Holder if they are\nthe same entity. Prior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall\ndeliver to the Operating Advisor each Final Asset Status Report promptly after such Final Asset Status Report has been approved or deemed\napproved. The Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor\nis a Final Asset Status\n\n - 306 - \n\n \n\nReport, which notification may be via electronic\nmail and may be satisfied by (i) delivery of an Asset Status Report that is either signed by the applicable Directing Holder or that otherwise\nincludes an indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time\nperiod or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. The Special Servicer shall\ndeliver a summary of each Final Asset Status Report to the Certificate Administrator. Such Asset Status Report shall be consistent with\nthe Servicing Standard and set forth the following information to the extent reasonably determinable:\n\n(i)                               summary of the\nstatus of the related Mortgage Loan or Serviced Whole Loan and any negotiations with the Mortgagors;\n\n(ii)                             if a Servicing\nTransfer Event has occurred and is continuing:\n\n(A)            \na discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with\nthe Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties\nor other collateral for the Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;\n\n(B)            \nthe most current rent roll and income or operating statement available for the related Mortgaged Properties;\n\n(C)            \nthe Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise\nrealized upon;\n\n(D)            \na copy of the last obtained Appraisal of the Mortgaged Property;\n\n(E)            \nthe status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect\nthereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under\nthe related Mortgage Loan or Serviced Whole Loan;\n\n(F)             \na description of any amendment, modification or waiver of a material term of any ground lease; and\n\n(G)            \nif the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was\na violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Whole Loan and (ii) any determination\nnot to pursue a deficiency judgment against the related Mortgagor or guarantor;\n\n(iii)                         a description\nof any such proposed or taken actions;\n\n(iv)                        the alternative\ncourses of action that were or are being considered by the Special Servicer in connection with the proposed or taken actions;\n\n - 307 - \n\n \n\n(v)                           the decision that\nthe 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(vi)                        an analysis of\nwhether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking\nsuch action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present\nvalue calculation (including the applicable Calculation Rate used) and all related assumptions;\n\n(vii)                     information\nregarding any direct or indirect conflict of interest in such proposed or taken actions; and\n\n(viii)                  such other\ninformation as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.\n\nIf any applicable Directing\nHolder does not disapprove an Asset Status Report in writing within 10 Business Days of receiving such Asset Status Report, then such\nDirecting Holder shall be deemed to have approved such Asset Status Report and the Special Servicer shall implement the recommended action\nas outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary\nto applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If the applicable Directing Holder disapproves\nsuch Asset Status Report within 10 Business Days of receipt and the Special Servicer has not made the affirmative determination contemplated\nbelow, the Special Servicer shall revise such Asset Status Report and deliver to the Operating Advisor (subject to Section 3.21(e)\nof this Agreement), any applicable Directing Holder, any applicable Consulting Party, any related Serviced Companion Loan Holder(s) (in\nthe case of a Serviced Whole Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event later than 30 days\nafter such disapproval. The Special Servicer shall revise such Asset Status Report as described above until the applicable Directing Holder\nshall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status Report\nor until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests\nof all the Trust Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder(s)\n(as a collective whole as if such Trust Certificateholders, the Uncertificated Interest Owners and/or Serviced Companion Loan Holder(s),\nif applicable, constitute a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of\nthe related Subordinate Companion Loan(s))). The Special Servicer may, from time to time, modify any Asset Status Report it has previously\ndelivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms\nof this Section 3.21(b). If the applicable Directing Holder does not approve an Asset Status Report within 60 Business Days from\nthe first submission thereof, the Special Servicer shall take such action as directed by such Directing Holder, provided such action\ndoes not violate the Servicing Standard (or, if such action would violate the Servicing Standard, the Special Servicer shall take such\naction as was reflected in the most recent Asset Status Report prepared by the Special Servicer with respect to the subject Serviced Loan\nthat is consistent with the Servicing Standard and such Asset Status Report shall be\n\n - 308 - \n\n \n\ndeemed a Final Asset Status Report). Notwithstanding\nthe foregoing, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the\ninterests of the Trust Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion Loan Holder(s), or if\na failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions\nwith respect to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer reasonably determines\nin accordance with the Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period would materially\nand adversely affect the interest of the Trust Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion\nLoan Holder(s) (if applicable) and the Special Servicer has made a reasonable effort to contact the applicable Directing Holder (during\nthe period that such Directing Holder has approval rights); provided that the foregoing shall not relieve the Special Servicer\nof its duties to comply with the Servicing Standard. If the Special Servicer acts or intends to act in accordance with either of the prior\ntwo sentences, then the Special Servicer shall act in accordance with the most recent Asset Status Report provided by the Special Servicer\nwith respect to the subject Serviced Loan that is consistent with the Servicing Standard and such Asset Status Report shall be deemed\na Final Asset Status Report. To the extent that the Special Servicer received notice of an Excluded Controlling Class Mortgage Loan (in\nthe form of Exhibit M-1C or M-1F), any Asset Status Report or Excluded Information delivered with respect to an Excluded\nControlling Class Mortgage Loan shall be labeled by the Special Servicer with “Excluded Information” followed by the loan\nnumber and loan name.\n\nThe Special Servicer shall\nconsult on a non-binding basis with any applicable Consulting Party (other than any Risk Retention Consultation Party) in connection with\neach Asset Status Report prior to finalizing and executing such Asset Status Report and any applicable Consulting Party (other than any\nRisk Retention Consultation Party) shall be permitted to propose alternative courses of action and provide other feedback within 10 Business\nDays of receipt of each Asset Status Report. The Special Servicer shall consider any such proposals and other feedback from any such applicable\nConsulting Party and determine whether any changes to its proposed Asset Status Report should be made, such determination being made in\naccordance with the Servicing Standard and the other terms of this Agreement, but the Special Servicer will be under no obligation to\nrevise such Asset Status Report based on the input or comments of any applicable Consulting Party. In the event no applicable Consulting\nParty proposes alternative courses of action within 10 Business Days after receipt of such Asset Status Report, the Special Servicer\nshall (subject to the approval rights of any applicable Directing Holder) implement the Asset Status Report as proposed by the Special\nServicer.\n\nThe Special Servicer may\nchoose 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 any applicable Consulting Party, but is under no obligation to follow any particular recommendation\nof any applicable Consulting Party. From and after the Closing Date, the Controlling Class Representative shall have no right to receive\nany Asset Status Report related to an Excluded Mortgage Loan or otherwise to consent or object thereto under this Section 3.21(b)\nor consult with the Special Servicer with respect to any matter set forth therein. Notwithstanding anything herein to the contrary, a\nRisk Retention Consultation Party shall have no right to receive any Asset Status Report with respect to any related Excluded RRCP Mortgage\nLoan.\n\n - 309 - \n\n \n\nWith respect to a Servicing\nShift Whole Loan that is a Serviced Outside Controlled Whole Loan, prior to the related Servicing Shift Date, no request for approval\nof the Controlling Class Representative shall be made on any matter related to such Servicing Shift Whole Loan, nor shall the Controlling\nClass Representative have the right to approve Asset Status Reports related to such Servicing Shift Whole Loan, except that the Controlling\nClass Representative (prior to the occurrence and continuance of a Consultation Termination Event and only if the related Servicing Shift\nMortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any, of the holder of the related Servicing Shift\nMortgage Loan with respect to Asset Status Reports, Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan set forth\nin the applicable Co-Lender Agreement. With respect to a Servicing Shift Whole Loan that is a Serviced Outside Controlled Whole Loan and\nany related REO Property, prior to the related Servicing Shift Date, the Outside Controlling Note Holder with respect to such Servicing\nShift Whole Loan shall exercise all approval rights regarding any Asset Status Report in respect of such Servicing Shift Whole Loan or\nREO Property set forth in the second paragraph of this Section 3.21(b) without regard to the occurrence of any Control Termination\nEvent or Consultation Termination Event. Notwithstanding the foregoing, after the occurrence and during the continuance of an Operating\nAdvisor Consultation Trigger Event, the Operating Advisor will be entitled to consult on a non-binding basis with the Special Servicer\nand propose alternative courses of action and provide other feedback in respect of any Asset Status Report, Major Decisions and any proposed\nsale of such Servicing Shift Mortgage Loan while it is serviced hereunder. The Special Servicer may choose to revise the Asset Status\nReport as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations\nof the Operating Advisor after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event or the Controlling\nClass Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation\nTermination Event, but is under no obligation to follow any particular recommendation of the Operating Advisor or Controlling Class Representative.\n\n(c)               \nSubject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer\nshall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most\nrecent Asset Status Report for the related Mortgage Loan.\n\n(d)              \nUpon request of any Trust Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate\nAdministrator with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such\nrequest a copy of the summary of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling\nClass Holder shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of any Final Asset Status Report\n(or copy thereof) with respect to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded Controlling Class Holder\nis a Borrower Party.\n\n(e)               \nPrior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall deliver\nto the Operating Advisor only each related Final Asset Status Report.\n\n - 310 - \n\n \n\n(f)               \nWith respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special\nServicer shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable\nTrust Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among\nother things, such Asset Status Report and potential conflicts of interest and compensation with respect to such Asset Status Report.\n\n(g)              \nNotwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by a Directing\nHolder or Consulting Party that would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing\nStandard, require or cause the Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the\nSpecial Servicer to violate the terms of any Mortgage Loan or Serviced Whole Loan, any related Loan Documents, any related Co-Lender Agreement\nor any intercreditor agreement, expose any Trust Certificateholder, any Uncertificated Interest Owner, the Trust Fund, any Mortgage Loan\nSeller (other than with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the\nrelated Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates,\nofficers, directors, employees or agents to any claim, suit or liability, cause any Trust REMIC to fail to qualify as a REMIC or the Grantor\nTrust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”\nor “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s responsibilities\nunder this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in a manner that in the reasonable\njudgment of the Special Servicer is not in the best interests of the Trust Certificateholders, the Uncertificated Interest Owners and/or\nthe Serviced Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating\nAdvisor.\n\n(h)              \nIn order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,\nincluding those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable\nLaws”), the Special Servicer may be required to obtain, verify and record certain information relating to individuals and entities\nwhich maintain a business relationship with the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Special\nServicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to\nsuch party in order to enable the Special Servicer to comply with Applicable Laws; provided that the Special Servicer shall be responsible\nfor all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.\n\nSection 3.22          \nTransfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.\n\n(a)               \nUpon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice\nthereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Whole Loan), the Operating Advisor,\nthe Certificate Administrator, the Trustee, any applicable Directing Holder, any applicable Consulting Party and, for posting to the Rule 17g-5\nInformation Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider\nand shall\n\n - 311 - \n\n \n\npromptly deliver a copy of the Servicing File\nto the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and shall use its reasonable efforts\nto provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File,\nbut including copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating\nto such Serviced Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto\nwithout acting through a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence\nwithin five (5) Business Days of the date such Serviced Loan became a Specially Serviced Loan and in any event shall continue\nto act as Master Servicer and administrator of such Serviced Loan until the Special Servicer has commenced the servicing of such Serviced\nLoan, which shall occur upon the receipt by the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes\na Specially Serviced Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such\nServiced Loan to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a\nSpecially Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor.\n\nUpon determining that a Specially\nServiced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer, the\nTrustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing Holder\n(prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting\nto the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5\nInformation Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Serviced Loan shall\ncease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special\nServicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master Servicer to service and administer\nsuch Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been\ninstructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer\nshall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer.\n\n(b)              \nIn servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within\nthe definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession\nof the Special Servicer) and copies of any additional related Serviced Loan information, including written or electronic correspondence\nwith the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as well\nas copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.\n\n(c)               \nNotwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall\nmaintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer\nand the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties\nunder this Agreement to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer\nshall provide the\n\n - 312 - \n\n \n\nMaster Servicer and the Operating Advisor with\nany information reasonably required by the Master Servicer or the Operating Advisor to perform its duties under this Agreement to the\nextent such information is within the Special Servicer’s possession.\n\nSection 3.23          \nInterest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account in the\nCertificate Administrator’s name, on behalf of the Trustee, for the benefit of the Trust Certificateholders and the Uncertificated\nInterest Owners. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On the\nClosing Date, the Certificate Administrator shall deposit in the Interest Reserve Account all Initial Interest Deposit Amounts (if any)\nreceived from the respective Mortgage Loan Sellers. On each Master Servicer Remittance Date occurring in January (except during a leap\nyear) or February (commencing in 2027) (unless, in either such case, the related Distribution Date is the final Distribution Date), the\nMaster Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account, in respect of all the Trust\nLoans that accrue interest on an Actual/360 Basis, an amount equal to one day’s interest at the related Net Mortgage Rate on the\nStated Principal Balance of each such Trust Loan as of the close of business on the Distribution Date in the month preceding the month\nin which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all\namounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior to the\nMaster Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar year (commencing\nin 2027), the Certificate Administrator shall transfer (1) to the Lower-Tier REMIC Distribution Account the aggregate of all Initial\nInterest Deposit Amounts (if any) and Withheld Amounts with respect to the Mortgage Loans on deposit in the Interest Reserve Account,\nand (2) to the related Trust Subordinate Companion Loan REMIC Distribution Account the aggregate of all Initial Interest Deposit Amounts\n(if any) and Withheld Amounts with respect to any Trust Subordinate Companion Loan on deposit in the Interest Reserve Account.\n\n \n\nSection 3.24          \nModifications, Waivers, Amendments and Other Actions.\n\n(a)               \n(i) With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does\nnot constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision and\nthe Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as provided in\nthe immediately succeeding paragraph), or (ii) with respect to any Specially Serviced Loan or (if the related modification, waiver\nor amendment constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing such modification, waiver\nor amendment as provided in the immediately succeeding paragraph) any Performing Serviced Loan, the Special Servicer, in each case subject\nto any consent rights of any applicable Directing Holder and/or the consultation rights of any applicable Consulting Party (to the extent\nany such Directing Holder or Consulting Party has consent or consultation rights, as applicable, pursuant to Section 3.29, Section\n6.09 or this Section 3.24, as applicable) and, to the extent required in accordance with the related Co-Lender Agreement,\nany applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify,\nwaive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard\nand (B) would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b)\nand\n\n - 313 - \n\n \n\nwould not otherwise (1) cause any Trust\nREMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I\nof subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon any Trust REMIC or\nthe Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2)\nand the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure\nproperty” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with\nrespect to the determination described in clause (B) of the immediately preceding sentence.\n\nIn addition, with respect\nto Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes (i) a Major Decision or (ii)\na Special Servicer Decision, the Master Servicer (if (1) the Master Servicer and the Special Servicer have mutually agreed that the Master\nServicer shall process such modification, waiver, amendment or other action or (2) such modification, waiver, amendment or other action\nconstitutes a Major Decision described in subclause (i) or (ii) of clause (o) of the definition of “Major Decision”)\nshall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment or other action\nconstitutes a Major Decision, the Special Servicer shall obtain the consent of any applicable Directing Holder in accordance with Section 6.09(a)\nof this Agreement, and shall consult with any applicable Consulting Party (to the extent required pursuant to any related Co-Lender Agreement\nor pursuant to Section 3.21, Section 3.29, Section 6.09 or this Section 3.24, as applicable). With respect\nto any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Serviced Loan, the\nSpecial Servicer shall also obtain the consent of any applicable Directing Holder in accordance with Section 6.09(a) of this\nAgreement and shall consult with any applicable Consulting Parties (to the extent required pursuant to any related Co-Lender Agreement\nor pursuant to Section 3.21, Section 3.29, Section 6.09 or this Section 3.24).\n\nNo modification, waiver or\namendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case,\nin a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer or the Master Servicer, as\napplicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as applicable.\n\nIf the Master Servicer receives\na Mortgagor request for a Major Decision or Special Servicer Decision, the Master Servicer shall promptly forward such request to the\nSpecial Servicer and, except as contemplated by this Section 3.09 or Section 3.24(a), shall have no further obligations\nwith respect to such Major Decision or Special Servicer Decision, except for providing the Special Servicer with information to the extent\nrequired under this Agreement and except to the extent (i) the Master Servicer and the Special Servicer mutually agree that the Master\nServicer shall process such a request, or (ii) in the case of a Major Decision described in subclause (i) or (ii) of clause (o) of the\ndefinition of “Major Decision”. The Special Servicer shall process, and determine whether to consent to or approve, any modification,\nwaiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision with respect to: (a) any Specially Serviced\nLoan; and (b) any Performing Serviced Loan unless the Special Servicer and the Master Servicer have mutually agreed that the Master Servicer\nshall process such Major Decision or Special Servicer Decision with respect to such Performing Serviced Loan (provided that, the Master\nServicer shall, without the need for any such mutual agreement, process any Major\n\n - 314 - \n\n \n\nDecision described in subclause (i) or\n(ii) of clause (o) of the definition of “Major Decision”) subject, in each case, to the consent of the Special Servicer\nas set forth below. In addition, the Special Servicer shall be entitled to review and approve any calculations (including, but not limited\nto, debt yield and debt service coverage ratio calculations) made by the Master Servicer that would result in (i) the commencement or\ntermination of a cash trap or lease sweep period with respect to any Mortgage Loan, (ii) the removal of a Manager of a Mortgaged Property,\n(iii) the allocation of Insurance Proceeds or Condemnation Proceeds, or (iv) the release of any reserve to a Mortgagor if such release\nwould constitute a Major Decision. In connection with the foregoing, the Master Servicer shall forward any such calculation to the Special\nServicer and provide any information that the Special Servicer reasonably requests in order to recalculate and review such calculation.\nWith respect to any such calculation, if the Special Servicer fails to respond within ten (10) Business Days after receipt of such calculation\nand requested information (if any) referred to above, then such calculation will be deemed to have been approved by the Special Servicer.\nIf the Special Servicer disagrees with any such calculation made by the Master Servicer (including any inputs), then the Master Servicer\nand the Special Servicer shall use reasonable efforts to reconcile their calculations; provided that, if the Master Servicer and the Special\nServicer are unable to reconcile their calculations within five (5) Business Days after identifying such disagreement, then the Special\nServicer’s calculation shall control.\n\nWith respect to Performing\nServiced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action with respect to any modification,\nwaiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer Decision, shall refer the request to\nthe Special Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and\nthe Master Servicer, the Master Servicer shall process such request (provided that, the Master Servicer shall, without the need for any\nsuch mutual agreement, process any Special Servicer Decision described in subclause (i) or (ii) of clause (o) of the definition\nof “Major Decision” with respect to any Performing Serviced Loan) subject to the consent of the Special Servicer as set forth\nbelow.\n\nWhen the Special Servicer’s\nconsent is required with respect to any modification, waiver, amendment, consent or other action that is a Major Decision or a Special\nServicer Decision with respect to a Performing Serviced Loan (i.e., when (1) the Master Servicer and Special Servicer have mutually agreed\nthat the Master Servicer shall process such modification, waiver or amendment with respect to a Performing Serviced Loan or (2) the Master\nServicer is processing any Major Decision described in subclause (i) or (ii) of clause (o) of the definition of “Major\nDecision” with respect to any Performing Serviced Loan, in each case, as set forth in the preceding paragraphs), the Master Servicer\nshall, in a manner consistent with the Servicing Standard, provide the Special Servicer with written notice of any request for such modification,\nwaiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and\nall information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to\na Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the\nSpecial Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of\nany applicable Consulting Parties (to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section 3.21,\nSection 3.29, Section 6.09 or this Section 3.24), the consent rights of the applicable Directing Holder (to the extent\nrequired pursuant to any related Co-Lender Agreement or pursuant to Section 6.09 or this Section 3.24) and/or the\n\n - 315 - \n\n \n\nconsultation rights of any related Serviced\nCompanion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent\nor other action. The Special Servicer shall have 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required\nby the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender\nAgreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with\nrespect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis\nand recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver,\namendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable\nCo-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall\nnotify any applicable Directing Holder of such request for approval of each such modification, waiver, amendment, consent or other action\nthat constitutes a Major Decision and provide its written analysis and recommendation (or, in the case of any action that constitutes\na Major Decision, the Major Decision Reporting Package) with respect thereto. Following such notice, the applicable Directing Holder shall\nhave 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives\nfrom the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer (or, in the case of any action\nthat constitutes a Major Decision, the related Major Decision Reporting Package), as applicable, and any other information it may reasonably\nrequest (or, with respect to a Serviced Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement)\nto approve any recommendation of the Special Servicer or the Master Servicer relating to any such request for approval of modification,\nwaiver, amendment, consent or other action that constitutes a Major Decision. In any such event, if the applicable Directing Holder does\nnot respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Whole Loan, such longer\ntime period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation\nand analysis (or, in the case of any action that constitutes a Major Decision, the related Major Decision Reporting Package) and other\nrequested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its\nrecommendation approved by the applicable Directing Holder, and if the Special Servicer does not respond to a request for approval within\nthe required 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required by the related Co-Lender\nAgreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any\nrelated Serviced Companion Loan Holder or its Companion Loan Holder Representative) or 60 days (with respect to an Acceptable Insurance\nDefault), as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer.\n\nIn connection with any Major\nDecision processed by the Special Servicer, the Special Servicer shall provide any final Major Decision Reporting Package prepared by\nit to the Master Servicer promptly after the Directing Holder’s approval of such final Major Decision Reporting Package.\n\nWith respect to any Performing\nServiced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, any applicable Consulting Parties and/or\nany applicable Directing Holder, shall process and determine whether to consent to or approve any\n\n - 316 - \n\n \n\nrequest by the related Mortgagor with respect\nto any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an action with respect to which the Special\nServicer’s consent is required pursuant to Section 3.09 of this Agreement.\n\n(b)              \nAll modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent\nwith the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the\nrelated modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the other such party, the\nTrustee, the Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder, any applicable Directing Holder, any\napplicable Consulting Parties and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13\nof this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any\nServiced Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder (which, in the\ncase of a Serviced Companion Loan that has been included in an Other Securitization Trust, shall be deemed to be the related master servicer\nunder the related Other Pooling and Servicing Agreement, unless the notifying party has received written notice otherwise), any applicable\nDirecting Holder and any applicable Consulting Parties, and the original to the Certificate Administrator (or any Custodian appointed\nby it) of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and\nrecordation thereof. For the avoidance of doubt, the requirement with respect to the delivery of assumption or substitution agreements\nshall be governed by Section 3.09.\n\n(c)               \nSubject to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating\nAgency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining\na Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency\nConfirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided\nin such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.\n\n(d)              \nPromptly after any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the\nSpecial Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative (or, in the\ncase of a Trust Subordinate Companion Whole Loan, so long as no Control Appraisal Period exists with respect to such Whole Loan, the current\nLoan-Specific Controlling Class Representative, as applicable) and, if applicable, shall request from the Master Servicer the name of\nthe current related Serviced Companion Loan Holder(s). Upon receipt of the name of any such current Controlling Class Representative (or,\nif applicable, such current Loan-Specific Controlling Class Representative) from the Certificate Administrator, the Special Servicer shall\nnotify such Controlling Class Representative (or, if applicable, such current Loan-Specific Controlling Class Representative) that such\nTrust Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Serviced Companion Loan Holder(s) from the\nMaster Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder(s) that the related Serviced Whole Loan\nbecame a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling\nClass Representative or a current Loan-Specific Controlling Class Representative only to the extent the Controlling Class Representative\nor such\n\n - 317 - \n\n \n\nLoan-Specific Controlling Class Representative,\nas applicable, has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative\nis determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (A) the Certificate\nAdministrator shall determine which Class is the Controlling Class and (B) the Special Servicer shall request from the\nCertificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of\nBeneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the\nMaster Servicer at the expense of the Trust Fund.\n\n(e)               \nNeither the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of the\napplication of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with\nrespect to any Serviced Loan or Serviced Whole Loan in a manner that would have the effect of placing amounts payable as compensation,\nor otherwise directly or indirectly reimbursable, to the Master Servicer or the Special Servicer in a higher priority than that which\nis set forth in Sections 1.02(d), 1.02(e), 1.02(g) and/or 1.02(h) hereof or in the related Co-Lender Agreement.\n\n(f)               \nThe Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,\nextension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of\nthe instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms of this Agreement\nand applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection\nwith such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant\nmodification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).\n\n(g)              \nNotwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to enter into, or consent\nto, any modification, waiver, amendment or forbearance that will:\n\n(i)                               extend (or have\nthe effect of extending) the Maturity Date of a Serviced Loan (other than a Trust Subordinate Companion Loan) beyond a date that is 5\nyears prior to the Rated Final Distribution Date of the rated Trust Certificates, or extend the maturity date of a Trust Subordinate\nCompanion Loan beyond a date that is 7 years prior to the applicable Rated Final Distribution Date of the rated related Loan-Specific\nCertificates; or\n\n(ii)                            if the Serviced\nLoan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years or, to the extent consistent\nwith the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of\nthe current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor.\n\n(h)              \nIn connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related\nMortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain\nor\n\n - 318 - \n\n \n\ncondemnation, if the related Loan Documents\nrequire the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation\nto the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or\nMortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties,\nfor purposes of REMIC qualification of the related Serviced Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation\nshall exclude the value of personal property and going concern value, if any. In connection with approving any such release or taking,\nthe Master Servicer or Special Servicer, as applicable, shall calculate the loan-to-value ratio in a manner consistent with the\nprior sentence, and if such calculation is greater than 125%, the Master Servicer or Special Servicer, as applicable, will require a payment\nof principal in an amount equal to or greater than a “qualified amount” as determined under Revenue Procedure 2010-30\nor successor provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage\nLoan will not fail to be a Qualified Mortgage.\n\n(i)                \nIf and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent and/or\nconsultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Outside\nServicing Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless a Control Termination\nEvent exists or the Controlling Class Representative is not permitted to consent under the related Co-Lender Agreement) or by the Special\nServicer (if a Control Termination Event exists or if the Controlling Class Representative is not permitted to consent under the related\nCo-Lender Agreement), in each case in accordance with Section 3.01(i), and (b) any such consultation rights shall be\nexercised by the Controlling Class Representative (unless a Consultation Termination Event exists or the Controlling Class Representative\nis not permitted to consult under the related Co-Lender Agreement) or by the Special Servicer (if a Consultation Termination Event exists\nor if the Controlling Class Representative is not permitted to consult under the related Co-Lender Agreement), in each case in accordance\nwith Section 3.01(i); provided that, after the occurrence and during the continuance of an Operating Advisor Consultation\nTrigger Event, any such consultation rights shall be exercised by the Special Servicer or the Controlling Class Representative, as applicable,\njointly with the Operating Advisor (but, in the case of the Operating Advisor, only with respect to matters similar to Major Decisions).\nThe Master Servicer shall only be obligated to forward any requests received from the related Outside Servicer or the related Outside\nSpecial Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall forward any such request to the\nControlling Class Representative except if a Control Termination Event or Consultation Termination Event, as applicable, has occurred\nand is continuing or if the Controlling Class Representative is not permitted to consent or consult, as applicable, under the related\nCo-Lender Agreement and, following the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, to the\nOperating Advisor), and the Master Servicer shall have no right or obligation to exercise any such consent or consultation rights.\n\n(j)                \nUpon the Special Servicer’s entry into a forbearance agreement (or any agreement similar thereto) with respect to any Mortgage\nLoan, the Special Servicer shall promptly provide the Master Servicer with the notification required pursuant to Section 4.02(b).\n\n \n\n - 319 - \n\n \n\nSection 3.25          \nAdditional Obligations With Respect to Certain Mortgage Loans.\n\n(a)               \nWith respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of\n$35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer,\nas applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition its\nconsent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.\n\n(b)              \nWith respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly\nsecured by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Serviced\nLoan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major Decision) or the\nSpecial Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular obligation\nwould constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of the Trust, as holder of the related\nMortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.\n\n \n\nSection 3.26          \nCertain Matters Relating to the Outside Serviced Mortgage Loans.\n\n(a)               \nWith respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside\nServicer or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement,\nthe Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee, the related\nOutside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness following request\ntherefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing, with respect to each Servicing Shift\nWhole Loan, after the related Servicing Shift Date the related Mortgage Loan shall be an Outside Serviced Mortgage Loan, and the rights,\nduties and obligations of the Trust and the parties to this Agreement shall be as set forth herein with respect to Outside Serviced Mortgage\nLoans.\n\n(b)              \nWith respect to each Servicing Shift Whole Loan, prior to the related Servicing Shift Date, the Custodian shall hold the Mortgage\nFile with respect to such Servicing Shift Whole Loan. Following the related Servicing Shift Date and upon the transfer of servicing of\nthe related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender Agreement,\n(i) the Certificate Administrator shall transfer (or cause any Custodian appointed by it to transfer) the Mortgage File (other than the\nNote(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the originals of which shall be retained by the\nCustodian) for such Servicing Shift Whole Loan to the related Outside Trustee (provided that the Custodian shall retain a photocopy of\nthe Mortgage File) in accordance with the provisions and conditions set forth in clause (B) of the second paragraph of Section 2.01(c)\nand (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Outside Servicer, transfer the Servicing\nFile, any original letter of credit and any escrows or reserve funds held for such Servicing Shift Whole Loan to the related Outside Servicer.\n\n - 320 - \n\n \n\nSection 3.27          \nAdditional Matters Regarding Advance Reimbursement.\n\n(a)               \nUpon the determination that a previously made Advance (other than a P&I Advance on a Trust Subordinate Companion Loan) is a\nNonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general\ncollections on the Mortgage Loans deposited in the Collection Account, the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent, at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such\nNonrecoverable Advance pursuant to Section 3.06(a)(ii) of this Agreement immediately, may elect to defer reimbursement for some\nor all such portion of the Nonrecoverable Advance during the one-month Collection Period ending on the then-current Determination\nDate, for successive one-month periods for a total not to exceed 12 months; *provided* that any deferral in excess of 6\nmonths shall be subject to the consent of the applicable Directing Holder; and *provided further* that, if it is an applicable Consulting\nParty, the Controlling Class Representative must be consulted with. If the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent makes such an election in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance\n(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 discretion option to defer; it is acknowledged\nthat, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii) of this\nAgreement). In connection with a potential election by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent to defer\nreimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on the related\nDetermination Date for any Distribution Date, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent shall further be\nauthorized to wait for principal collections to be received before making its determination of whether to defer reimbursement of a particular\nNonrecoverable Advance or portion thereof) until the end of such Collection Period; *provided*, *however*, if, at any time\nthe Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, determines that the reimbursement of a Nonrecoverable\nAdvance during any Collection Period will exceed the full amount of the principal portion of general collections deposited in the Collection\nAccount for the related Distribution Date, then the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable,\nshall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,\ngive the Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances from amounts\nin the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer, the Special Servicer or the\nBack-Up Advancing Agent, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize\nthe Master Servicer’s, the Special Servicer’s or the Back-Up Advancing Agent’s, as applicable, ability to recover such\nNonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer, the Special\nServicer or the Back-Up Advancing Agent, as applicable, that could affect or cause a determination of whether any Advance is a Nonrecoverable\nAdvance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer\nor the Special Servicer, as applicable, has not timely received from the Back-Up Advancing Agent information requested by the Master Servicer\nor the Special Servicer, as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; *provided*\nthat, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as\n\n - 321 - \n\n \n\napplicable, shall, through a posting to the\nRule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, give Rating Agencies notice\nof an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage\nLoans as soon as reasonably practicable in such circumstances. Subject to Section 12.13 of this Agreement, the Master Servicer,\nthe Special Servicer or the Back-Up Advancing Agent, as applicable, shall have no liability for any loss, liability or expense resulting\nfrom any notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election by the Master Servicer, the\nSpecial Servicer or the Back-Up Advancing Agent to defer reimbursing itself for any Nonrecoverable Advance (together with interest thereon)\nor portion thereof with respect to any Collection Period shall not be construed to impose on the other such parties any obligation to\nmake such an election (or any entitlement in favor of any Trust Certificateholder, any Uncertificated Interest Owner or any other Person\nto such an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master\nServicer, the Special Servicer or the Back-Up Advancing Agent to otherwise be reimbursed for such Nonrecoverable Advance immediately (together\nwith interest thereon). Any such election by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent shall not be construed\nto impose any duty on any other such party to make such an election (or any entitlement in favor of any Trust Certificateholder, any Uncertificated\nInterest Owner or any other Person to such an election). Any such election by any such party to defer reimbursing itself or obtaining\nreimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more Collection Periods shall not limit the\naccrual of interest on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None\nof the Master Servicer, the Special Servicer, the Back-Up Advancing Agent or the other parties to this Agreement will have any liability\nto one another or to any of the Trust Certificateholders or any Uncertificated Interest Owner for any such election that such party makes\nto defer or not to defer reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse economic or\nother effects that may arise from such an election nor will such election constitute a violation of the Servicing Standard or any duty\nunder this Agreement. The Master Servicer’s, the Special Servicer’s or the Back-Up Advancing Agent’s, as applicable,\nelection, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Trust Certificateholders\nand the Uncertificated Interest Owners and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer\nor the Back-Up Advancing Agent, as applicable, or a right of the Trust Certificateholders or the Uncertificated Interest Owners. Nothing\nherein shall give the Master Servicer, the Special Servicer or the Back-Up Advancing Agent the right to defer reimbursement of a Nonrecoverable\nAdvance if there are principal collections then available in the Collection Account pursuant to Section 3.06 of this Agreement\nor to defer reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.\n\n(b)              \nIf the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance\nis required to be made, then the Back-Up Advancing Agent will be required: (i) if a Responsible Officer of the Back-Up Advancing\nAgent has actual knowledge of the failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for\nthree more Business Days, to make the Advance unless the Back-Up Advancing Agent determines such advance to be a Nonrecoverable Advance.\n\n - 322 - \n\n \n\nSection 3.28          \nServiced Companion Loan Intercreditor Matters.\n\n(a)               \nIf, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage\nLoan that relates to a Serviced Whole Loan is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder\nthereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder of\nthe Note that represents the related Mortgage Loan under such Co-Lender Agreement. Subject to the provisions of the related Co-Lender\nAgreement regarding servicing and custodial responsibilities: (i) all portions of the related Mortgage File and (to the extent provided\nunder the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be endorsed or assigned to\nthe extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the Note that represents the\nrelated Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Note) on behalf of the holder\nof the Note(s) that represents the Serviced Companion Loan(s); (ii) thereafter, such Mortgage File shall be held by the holder of the\nNote that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder\nof the related Serviced Companion Loan(s) as their interests appear under the related Co-Lender Agreement; and (iii) if the related\nServicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the\ncase may be, under any separate servicing agreement for the Serviced Whole Loans.\n\n(b)              \nNotwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult\nwith, seek the approval of, or obtain the consent of the holder of any Serviced Companion Loan or its Companion Loan Holder Representative\nwith respect to any matters with respect to the servicing of such Serviced Companion Loan to the extent required under related Co-Lender\nAgreement and shall not take such actions requiring consent of or consultation with the Serviced Companion Loan Holder or its Companion\nLoan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer\nor Special Servicer, as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder or its Companion Loan Holder\nRepresentative (or the master servicer or special servicer for the related Other Securitization Trust on behalf of the Serviced Companion\nLoan Holder) as required under the Co-Lender Agreement.\n\n(c)               \nWith respect to each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement\nsetting forth, to the extent applicable to such Serviced Whole Loan:\n\n(i)                               (A) the amount\nof the distribution from the related Whole Loan Custodial Account allocable to principal and (B) separately identifying the amount of\nscheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments\n(specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions\nmade with respect to the related Serviced Whole Loan;\n\n - 323 - \n\n \n\n(ii)                            the amount of\nthe distribution from the related Whole Loan Custodial Account allocable to interest and the amount of Default Interest allocable to\nthe related Serviced Whole Loan;\n\n(iii)                         the amount of\nthe distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest, principal and other\namounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full amount that would be distributable\nto such Serviced Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation\nthereof between interest and principal and the amount of the shortfall, if any, under the related Serviced Whole Loan;\n\n(iv)                        the principal\nbalance of each of the related Serviced Whole Loan and related Serviced Companion Loan after giving effect to the distribution of principal\non the most recent Distribution Date; and\n\n(v)                           the amount of\nthe servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately\nthe Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.\n\nNot later than each Distribution\nDate, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer or\nspecial servicer for the related Other Securitization Trust on its behalf) by electronic means (which may include posting such information\npursuant to the applicable CREFC® reports on the Master Servicer’s website) and by such other means of delivery as required\nunder the related Co-Lender Agreement.\n\n(d)              \nIf any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing\nAgreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate (and the\nCertificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset Representations\nReviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer with any documents\nreasonably requested by the related Other Asset Representations Reviewer, but only to the extent that (i) the Other Asset Representations\nReviewer has not been able to obtain such documents from the related Mortgage Loan Seller and (ii) such documents are in the possession\nof the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Custodian appointed by the Certificate\nAdministrator, as the case may be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee, the Certificate\nAdministrator or the Custodian shall have other obligations with respect to any such Other PSA Asset Review nor shall any such party be\nbound by the results of any such asset review.\n\n(e)               \nWith respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase\nby a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation\nRR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and that an\nOther Operating Advisor Consultation Trigger Event has occurred under such\n\n - 324 - \n\n \n\nRegulation RR Other PSA because such eligible\nhorizontal residual interest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer shall consult\nwith the related Other Operating Advisor under such Other Pooling and Servicing Agreement with respect to any decisions that are Major\nDecisions with respect to the related Serviced Companion Loan. Such consultation shall be on a non-binding basis and shall be performed\nin accordance with the same process for consultations between the Special Servicer and Operating Advisor with respect to Major Decisions\nunder this Agreement.\n\n(f)               \nWith respect to each Serviced AB Whole Loan with respect to which the holder of any related Serviced Subordinate Companion Loan\nis entitled under the related Co-Lender Agreement to avoid its applicable “control appraisal period” (or analogous concept)\nby posting cash or letter of credit as collateral (a “Threshold Event Collateral”), the Special Servicer shall administer\nany such Threshold Event Collateral in accordance with the terms of the related Co-Lender Agreement. Any Threshold Event Collateral\nposted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve fund which shall not be an asset of any Trust\nREMIC, and the party that posted such Threshold Event Collateral shall be the owner of such outside reserve fund, all within the meaning\nof Treasury Regulations Section 1.860G-2(h). Upon a Final Recovery Determination with respect to any such Serviced AB Whole Loan,\nthe Special Servicer shall transfer any related Threshold Event Collateral held in the form of cash (or, if the related Threshold Event\nCollateral is a letter of credit, the proceeds of such Threshold Event Collateral) to the related Whole Loan Custodial Account, which\nsuch transferred amount shall be treated as Liquidation Proceeds and applied in accordance with the terms of the related Co-Lender\nAgreement and Section 3.06A of this Agreement.\n\n(g)              \nThe Master Servicer shall maintain a register (the “Serviced Companion Loan Holder Register”) with respect to\neach Serviced Companion Loan on which the Master Servicer shall record the names and addresses of, and wire transfer instructions for,\nthe Serviced Companion Loan Holders from time to time, to the extent such information is provided in writing to the Master Servicer by\na Serviced Companion Loan Holder. The name and address of each initial Serviced Companion Loan Holder as of the Closing Date is set forth\non Exhibit NN hereto. The Master Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced\nCompanion Loan Holder until it receives notice of transfer or of any change in information.\n\nIn the event that a Serviced\nCompanion Loan Holder transfers the related Serviced Companion Loan without notice to the Master Servicer, the Master Servicer shall have\nno liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have no obligation to recover and redirect\nsuch payment.\n\nThe Master Servicer shall\npromptly provide the names and addresses of any Serviced Companion Loan Holder to any party hereto, any related Companion Loan Note Holder\nor any successor thereto upon written request, and any such Person may, without further investigation, conclusively rely upon such information.\nThe Master Servicer shall have no liability to any Person for the provision of any such names and addresses.\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 Loan Holder\nwith respect\n\n - 325 - \n\n \n\nto a Serviced Companion Loan that has been\nincluded in an Other Securitization Trust shall be provided to the Other Servicer under the related Other Pooling and Servicing Agreement.\n\nSection 3.29          \nAppointment and Duties of the Operating Advisor.\n\n(a)               \nBellOak, LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all times be an Eligible\nOperating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor Standard in fulfilling its responsibilities\nand obligations under this Agreement.\n\n(b)              \nThe Operating Advisor, as an independent contractor, shall review (in connection with the Operating Advisor’s performance\nof its duties as contemplated under Sections 3.09(a), 3.15, 3.17(m), 3.21, 3.24, 3.29 and 6.09,\nas applicable) the Special Servicer’s actions and decisions with respect to Specially Serviced Loans and, following the occurrence\nand during the continuance of an Operating Advisor Consultation Trigger Event, with respect to Major Decisions regarding Performing Serviced\nLoans as to which the Operating Advisor has consultation rights (in light of the Servicing Standard and the requirements of this Agreement),\nconsult with the Special Servicer regarding the Major Decisions and Asset Status Reports as contemplated by Section 3.29(g)\nand perform each other obligation of the Operating Advisor as set forth in this Agreement, in each such case solely on behalf of the Trust\nFund and in the best interest of, and for the benefit of, the Trust Certificateholders and the Uncertificated Interest Owners (as a collective\nwhole), and not any particular Class of Trust Certificateholders or any particular Uncertificated Interest Owner, as determined by the\nOperating Advisor in the exercise of its good faith and reasonable judgment, but without regard to any conflict of interest arising from\nany relationship that the Operating Advisor or any of its Affiliates may have with any of the Mortgagors, any Sponsor, any Mortgage Loan\nSeller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Holder, any Risk Retention\nConsultation Party or any of their respective Affiliates (the “Operating Advisor Standard”). The Operating Advisor\nshall act solely as a contracting party to the extent set forth in this Agreement and shall not owe any fiduciary duty to any party to\nthis Agreement or any other Person in connection with this Agreement. The Operating Advisor’s duties shall be limited to its specific\nobligations under this Agreement, and the Operating Advisor shall have no duty or liability to any particular Class of Trust Certificates\nor any Uncertificated Interest or any Trust Certificateholder or any Uncertificated Interest Owner. The Operating Advisor is not a servicer\nor a sub-servicer and will not be charged with changing the outcome on any particular Specially Serviced Loan or with respect to any Major\nDecision on which it consults for a Performing Serviced Loan. Each Uncertificated Interest Owner and, by its acceptance of a Trust Certificate,\neach Trust Certificateholder acknowledges and agrees that there could be multiple strategies to resolve any Specially Serviced Loan and\na variety of actions or decisions made with respect to any Major Decision and that the goal of the Operating Advisor’s participation\nis to provide additional input relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations\nas to which strategy to execute. The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or\nany other Person in connection with this Agreement.\n\n(c)               \nThe Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s\nWebsite with respect to the Special\n\n - 326 - \n\n \n\nServicer, assets on the CREFC®\nServicer Watch List, Specially Serviced Loans and, if an Operating Advisor Consultation Trigger Event exists, Major Decisions on Performing\nServiced Loans, (ii) each Final Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iii) if an Operating\nAdvisor Consultation Trigger Event exists, each other Asset Status Report delivered by the Special Servicer to the Operating Advisor,\n(iv) each Major Decision Reporting Package delivered by the Special Servicer to the Operating Advisor pursuant to Section 6.09(a)\n(A) in connection with the Operating Advisor’s consultation rights with respect to the subject Major Decision regarding each Serviced\nLoan if an Operating Advisor Consultation Trigger Event exists, and (B) with respect to the subject Major Decision regarding each Specially\nServiced Loan when an Operating Advisor Consultation Trigger Event does not exist, after the Special Servicer receives the Directing Holder’s\napproval or deemed approval of such Major Decision Reporting Package, and (v) if specifically required to be delivered to the Operating\nAdvisor under this Agreement, such other reports, documents, certificates and other information prepared by the Special Servicer and received\nby the Operating Advisor, as relate to the actions and decisions of the Special Servicer in respect of Specially Serviced Loans and, solely\nin connection with Major Decisions as to which the Operating Advisor has consultation rights, Performing Serviced Loans. To the extent\nnot otherwise deliverable by the Special Servicer to the Operating Advisor hereunder or available to the Operating Advisor on the Certificate\nAdministrator’s Website, the Special Servicer shall: (i) concurrently deliver to the Operating Advisor any and all reports\nprovided by the Special Servicer to any of the other parties to this Agreement or to any Uncertificated Interest Owner or any Trust Certificateholder\nor Certificate Owner, in each case, to the extent that such reports relate to any Specially Serviced Loan or any Major Decision with respect\nto which the Operating Advisor has consultation rights pursuant to Section 3.29(h) of this Agreement (provided, that,\nfor so long as an Operating Advisor Consultation Trigger Event does not exist, such reports shall exclude any Major Decision Reporting\nPackage that does not relate to a Specially Serviced Loan and any Asset Status Report that is not a Final Asset Status Report); and (ii)\ngrant the Operating Advisor adequate and timely access to information and reports prepared by or otherwise in the possession of the Special\nServicer necessary for the Operating Advisor to fulfill its duties under this Agreement.\n\n(d)              \nThe Operating Advisor shall review the Special Servicer’s actions and decisions, in light of the Servicing Standard and the\nrequirements of this Agreement, with respect to (i) the applicable Specially Serviced Loan(s) at any time and, (ii) after the occurrence\nand during the continuance of an Operating Advisor Consultation Trigger Event, and, solely in connection with Major Decisions as to which\nthe Operating Advisor has consultation rights pursuant to Section 3.29(g) of this Agreement, the applicable Performing Serviced\nLoans.\n\n(e)               \nAt any time, based on the Operating Advisor’s review of the following information (to the extent delivered to the Operating\nAdvisor or made available to the Operating Advisor on the Certificate Administrator’s Website): any annual compliance statement\nand any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09\nof this Agreement, as applicable; any attestation report delivered to the Operating Advisor pursuant to Section 10.10 of this\nAgreement; any Major Decision Reporting Package; any Final Asset Status Report and, during the continuance of an Operating Advisor Consultation\nTrigger Event, any other Asset Status Report; any other reports made available to Privileged Persons on the Certificate Administrator’s\nWebsite during the prior calendar year that the Operating Advisor is required to review pursuant to Section 3.29(c); and any\nother information\n\n - 327 - \n\n \n\n(other than any communications between the\napplicable Directing Holder, any Risk Retention Consultation Party or any Serviced Companion Loan Holder (or its Companion Loan Holder\nRepresentative), as applicable, and the Special Servicer that would be Privileged Information) prepared by the Special Servicer and delivered\nto the Operating Advisor under this Agreement, the Operating Advisor shall (if, during the prior calendar year, (i) any Mortgage Loan\nwas a Specially Serviced Mortgage Loan or (ii) there existed an Operating Advisor Consultation Trigger Event), and the Operating Advisor\nmay (if, with respect to the prior calendar year, the Operating Advisor deems it appropriate in its sole discretion exercised in good\nfaith), prepare and deliver to the Depositor, the Rule 17g-5 Information Provider (who shall promptly post such Operating Advisor\nAnnual Report on the Rule 17g-5 Information Provider’s Website), the Special Servicer, the Trustee and the Certificate\nAdministrator (who shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website), within\n120 days of the end of the prior calendar year an annual report (the “Operating Advisor Annual Report”). The Operating\nAdvisor Annual Report shall be substantially in the form of Exhibit R of this Agreement (which form may be modified or altered\nas to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of\nthis Agreement; provided, that in no event shall the information or any other content included in the Operating Advisor Annual\nReport contravene any provision of this Agreement). The Operating Advisor Annual Report shall set forth the Operating Advisor’s\nassessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year. Subject to the\nrestrictions in this Agreement, including, without limitation, Section 3.29(b) of this Agreement, each such Operating Advisor\nAnnual Report shall (A) state whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special\nServicer is performing its duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations\nunder this Agreement, and (B) identify any material deviations with respect to such matters from (i) the Servicing Standard or (ii) the\nSpecial Servicer’s obligations under this Agreement, and (C) comply: (x) with all of the confidentiality requirements applicable\nto the Operating Advisor with respect to Privileged Information provided for in this Agreement (subject to any permitted exceptions set\nforth in this Agreement); and (y) with the requirements with respect to reports of the operating advisor set forth in Rule 7(b) of Regulation\nRR. In the event a lack of access to Privileged Information limits the Operating Advisor from performing its duties under this Agreement,\nthe Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information. Such Operating\nAdvisor Annual Report shall be delivered to the Trustee, the Certificate Administrator, the Rule 17g-5 Information Provider,\nthe Special Servicer and the Depositor, and the Certificate Administrator and the Rule 17g-5 Information Provider shall promptly,\nupon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s Website and the Rule 17g-5 Information\nProvider’s Website, respectively; provided, however, that the Operating Advisor shall deliver to the Special Servicer,\nthe applicable Directing Holder and the Controlling Class Representative (at any time that it is an applicable Directing Holder or Consulting\nParty), any annual report produced by the Operating Advisor at least ten (10) calendar days prior to its delivery to the Depositor,\nthe Trustee and the Certificate Administrator. The Operating Advisor may, but shall not be obligated to, revise the Operating Advisor\nAnnual Report based on any comments received from the Special Servicer or the Controlling Class Representative. In the event the Special\nServicer is replaced during the prior calendar year, the Operating Advisor shall only be required to prepare an Operating Advisor Annual\nReport relating to each entity that was acting as Special Servicer as of December 31 of the prior calendar year and is continuing\nin such capacity\n\n - 328 - \n\n \n\nthrough the date of such Operating Advisor\nAnnual Report. In preparing an Operating Advisor Annual Report, the Operator Advisor is not required to report on instances of non-compliance\nwith, or deviations from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor\ndetermines, in accordance the Operating Advisor Standard, to be immaterial. In connection with the Operating Advisor Annual Report and\nthe reviews provided for above in this Section 3.29, the Operating Advisor shall perform its review on the basis of the Special\nServicer’s performance of its duties with respect to Specially Serviced Loans and, after the occurrence and during the continuance\nof an Operating Advisor Consultation Trigger Event with respect to Major Decisions on any applicable Performing Serviced Loans, as well\nas the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating\nAdvisor of any annual compliance statement, any assessment of compliance and any attestation report delivered to the Operating Advisor\npursuant to Section 10.08, Section 10.09 and Section 10.10 of this Agreement, as applicable, or made\navailable to the Operating Advisor on the Certificate Administrator’s Website, any Asset Status Report, any Major Decision Reporting\nPackage and other information (other than any communications between the applicable Directing Holder, any Risk Retention Consultation\nParty or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that\nwould be Privileged Information) that the Operating Advisor is required to review on the Certificate Administrator’s Website or\nthat is prepared by the Special Servicer and delivered or made available to the Operating Advisor pursuant to this Agreement.\n\n \n\n(f)               \nAfter the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an applicable\nSpecially Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net present\nvalue used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation\nof such Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional\ninformation in the Special Servicer’s possession or reasonably obtainable by the Special Servicer necessary in support thereof (including\nsuch additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but\nnot including any Privileged Information), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after\npreparing such calculations, and the Operating Advisor shall promptly, but no later than five (5) Business Days after receipt of such\ncalculations and any supporting or additional materials, recalculate and verify the accuracy of 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\nIn connection with this Section 3.29(f),\nin the event the Operating Advisor does not agree with the mathematical calculations in any material respect or does not agree with the\napplication of the non-discretionary portions of the applicable formulas required to be utilized for such calculation, the Operating\nAdvisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or\nthe application of the non-discretionary portions of the applicable formulas in arriving at those mathematical calculations or any\ndisagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the Operating\nAdvisor and Special Servicer are not able to\n\n - 329 - \n\n \n\nresolve such inaccuracies or disagreement prior\nto the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement\nand the Certificate Administrator shall determine which calculation is to apply. In making such determination, the Certificate Administrator\nmay hire an independent third-party to assist with any such calculation at the expense of the Trust Fund.\n\n(g)              \nAfter the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor shall\nconsult (on a non-binding basis) with the Special Servicer in connection with (i) any Major Decision with respect to a Serviced Loan\nin accordance with Section 3.24, Section 6.09(a) and this Section 3.29, (ii) each Asset Status Report in accordance\nwith Section 3.21, and (iii) the matters set forth in, and in accordance with, Section 3.09 and Section 3.17(m),\nand in each case, the Special Servicer or the Trustee, as applicable, shall consider any alternative courses of action and any other feedback\nprovided by the Operating Advisor. In connection with the Operating Advisor’s obligation to consult (on a non-binding basis)\nwith the Special Servicer with respect to Asset Status Report in accordance with Section 3.21, the Operating Advisor shall propose,\nby written notice, alternative courses of action within 10 Business Days of receipt of each Asset Status Report to the extent the\nOperating Advisor determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders\nthat were previously included in the Control Eligible Classes) and the Uncertificated VRR Interest Owner, as a collective whole as if\nsuch Certificateholders and the Uncertificated VRR Interest Owner constituted a single lender.\n\n(h)              \nSubject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect\nof Privileged Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports or actions\nby the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in\nany Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section 4.02(a)\nof this Agreement.\n\n(i)                \nSubject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information\nreceived from the Special Servicer, the applicable Directing Holder, any Risk Retention Consultation Party or any related Serviced Companion\nLoan Holder (or its Companion Loan Holder Representative) in connection with the exercise of the rights of the applicable Directing Holder,\nsuch Risk Retention Consultation Party or such related Serviced Companion Loan Holder under this Agreement (including, without limitation,\nin connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree\nrequiring the disclosure of such Privileged Information.\n\n(j)                \nThe Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to\nany Person (including Trust Certificateholders and the Uncertificated Interest Owners, other than the Controlling Class Representative\nor a Loan-Specific Controlling Class Representative), other than (1) to the extent expressly required by this Agreement, to the other\nparties to this Agreement with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information\nException or (3) when necessary to support, and directly related to, specific findings or conclusions (i) in the Operating Advisor Annual\nReport or (ii) in connection with a recommendation by the\n\n - 330 - \n\n \n\nOperating Advisor for the replacement of the\nSpecial Servicer. Notwithstanding the foregoing, the Operating Advisor, solely to the extent required in connection with its duties under\nthis Agreement, will be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor\nprovided such Affiliates and subcontractors of the Operating Advisor agree in writing prior to their receipt of such Privileged Information\nto be bound by the same confidentiality provisions applicable to the Operating Advisor described in this Agreement and a copy of such\nagreement is provided to the parties hereto. Each party to this Agreement that receives Privileged Information from the Operating Advisor\nwith a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without\nthe prior written consent of the Special Servicer and, as applicable, any related Outside Controlling Note Holder (if a Serviced Outside\nControlled Whole Loan is involved), the Risk Retention Consultation Parties and/or, unless a Consultation Termination Event has occurred\nand is continuing, the Controlling Class Representative other than pursuant to a Privileged Information Exception.\n\n(k)              \nOn each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee accrued on the\nMortgage Loans from amounts on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement, and the applicable\nOperating Advisor Fee accrued on a Mortgage Loan that is part of a Whole Loan from collections on such Mortgage Loan or any related Trust\nSubordinate Companion Loan, on deposit in the related Whole Loan Custodial Account, pursuant to Section 3.06(A) of this Agreement.\nIn addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor (but subject to the provisions of the immediately\nsucceeding sentence) with respect to each Major Decision for which the Operating Advisor has consultation rights. Each of the Operating\nAdvisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.06\nof this Agreement, but with respect to the Operating Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is\nactually received from the related Mortgagor as a separately identifiable fee; provided, however, that to the extent (i) such Operating\nAdvisor Consulting Fee is incurred after the outstanding Certificate Balance of each Class of the Control Eligible Certificates has been\nreduced to zero as a result of the allocation of Realized Losses to each such Class of Control Eligible Certificates, (ii) such Operating\nAdvisor Consulting Fee is earned with respect to a Specially Serviced Loan and constitutes an “unanticipated expense incurred by\nthe REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), and (iii) the Master Servicer and/or Special Servicer\nare unable to collect such Operating Advisor Consulting Fee from the related borrower in accordance with the immediately succeeding sentence),\nsuch Operating Advisor Consulting Fee (other than to the extent it has been waived or reduced by the Master Servicer or Special Servicer\nin accordance with the second succeeding sentence) shall be payable to the Operating Advisor as an expense of the Trust. If the Operating\nAdvisor has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as\napplicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor\nConsulting Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related\nLoan Documents, and shall deposit any Operating Advisor Consulting Fee so collected from the related Mortgagor into the Collection Account.\nThe Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable\nby the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event\nshall the Master\n\n - 331 - \n\n \n\nServicer or the Special Servicer take any enforcement\naction with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that\nthe Master Servicer or the Special Servicer, as applicable, shall consult (on a non-binding basis) with the Operating Advisor prior\nto any such waiver or reduction.\n\n(l)                \nIn no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.\n\n \n\nSection 3.30          \nRating Agency Confirmation.\n\n(a)               \nNotwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents\nor this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting\nParty”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for\nsuch Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5\nInformation Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided a Rating Agency\nDeclination, then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation again, and (ii) if\nthere is no response to such second Rating Agency Confirmation request from the applicable Rating Agency within five (5) Business Days\nof such second request, whether in the form of granting or rejecting such Rating Agency Confirmation request or providing a Rating Agency\nDeclination, then: (x) with respect to any condition in any Loan Document or related intercreditor agreement or Co-Lender Agreement\nrequiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Serviced Mortgage Loans\nand the Trust Subordinate Companion Loan (other than as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting\nParty is the related Mortgagor, then the Master Servicer (with respect to Performing Serviced Loans if the subject action is not a Major\nDecision or a Special Servicer Decision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special\nServicer (with respect to Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action\nis a Major Decision or a Special Servicer Decision processed by the Special Servicer), as applicable) shall determine (with the consent\nof the applicable Directing Holder (but in each case only in the case of actions that would otherwise be Major Decisions), which consent\nshall be pursued by the Special Servicer and deemed given if such Directing Holder does not respond within seven (7) Business Days\nof receipt of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance with its duties\nunder this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.30(b), whether or not\nsuch action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related\nMortgagor, then the Master Servicer or the Special Servicer, as applicable) makes such determination, then the requirement to obtain a\nRating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master Servicer or the Special Servicer, such\ncondition shall be considered satisfied if: (1) the applicable replacement master servicer has a master servicer rating of at least “CMS3”\nfrom Fitch or the applicable replacement special servicer has a special servicer rating of at least “CSS3” from Fitch,\nif Fitch is the non-responding Rating Agency; (2) if Moody’s is the non-responding Rating Agency, (A) the applicable replacement\nmaster servicer or special servicer, as applicable, has confirmed in writing\n\n - 332 - \n\n \n\nthat it was appointed to act, and as of the\ndate of determination is acting, as the servicer or special servicer, as applicable, on a transaction level basis with respect to a CMBS\ntransaction as to which Moody’s rated one or more classes of securities and one or more of such classes of securities are still\noutstanding and rated by Moody’s and (B) Moody’s has not cited servicing concerns of the applicable replacement master servicer\nor special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal (or placement on “watch\nstatus” in contemplation of a ratings downgrade or withdrawal) of the ratings of securities in any other CMBS transaction serviced\nby the applicable servicer prior to the time of determination; and (3) KBRA has not cited servicing concerns of the applicable replacement\nmaster servicer or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal (or placement\non “watch status” in contemplation of a ratings downgrade or withdrawal) of the ratings of securities in any other CMBS transaction\nserviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; and (z) with respect\nto a replacement or successor of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding\nRating Agency so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material\nfactor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a\nratings downgrade or withdrawal) of securities in any other CMBS transaction with respect to which the replacement operating advisor acts\nas trust advisor or operating advisor prior to the time of determination.\n\nAny Rating Agency Confirmation\nrequest made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, pursuant\nto this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation\nrequest, and shall contain all back-up material reasonably necessary for the Rating Agency to process such request, subject to Section 12.13.\nSuch written Rating Agency Confirmation request shall be provided in electronic format in accordance with Section 12.13(b)\nand the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, shall be required to\nsend the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).\n\nPromptly following the Requesting\nParty’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special Servicer’s,\nas applicable) determination to take any action discussed in this Section 3.30(a) without receiving any required Rating Agency\nConfirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall provide electronic written notice\nin accordance with Section 12.13(b) of the action taken for the particular item at such time and the Master Servicer, Special\nServicer, Certificate Administrator or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the\nRating Agencies in accordance with Section 12.13(b).\n\n(b)              \nFor the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),\nwith respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral acceptable\nfor use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation requirement in\nthe Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by the Requesting Party\n(or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with respect to Performing Serviced Loans if the subject\naction\n\n - 333 - \n\n \n\nis not a Major Decision or a Special Servicer\nDecision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to\nSpecially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision or\na Special Servicer Decision processed by the Special Servicer), as applicable); provided, that the Master Servicer (with respect\nto Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing\na Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties\nand with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the\nSpecial Servicer), as applicable, shall in any event review the other conditions required under the related Loan Documents with respect\nto such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions\n(other than the requirement for a Rating Agency Confirmation) have been satisfied.\n\n(c)               \nFor all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)\nabove and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed unless\nthe applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.\n\n(d)              \nWith respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating\nto the servicing and administration of any or all of the related Serviced Loans 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, except as set forth\nbelow in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent\nto such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Master Servicer\nor Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection\nwith the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Serviced Companion\nLoan Securities will be subject to, will be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed\nsatisfied or not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this\nAgreement; provided, that the Master Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion\nLoan Rating Agency Confirmation, shall forward to one or more of its counterparts (i.e., the master servicer or special servicer, as applicable),\nthe Rule 17g-5 Information Provider’s counterpart for the related Other Securitization Trust, or such other party or parties\n(as are agreed to by the Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization\nTrust), at the expense of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format\nas the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two\n(2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5\nInformation Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action\nat approximately the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and (iii) any other\nmaterials that the applicable Companion Loan Rating Agency may reasonably\n\n - 334 - \n\n \n\nrequest in connection with such Companion Loan\nRating Agency Confirmation promptly following such request.\n\n(e)               \nEach of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special\nServicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate\nadministrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust, in each case to\nthe extent known to it.\n\nSection 3.31          \nGeneral Acknowledgement Regarding Companion Loan Holders. Each Trust Certificateholder and the Uncertificated Interest Owner\nacknowledges and agrees, by its acceptance of its Trust Certificates or Uncertificated Interest, as applicable, that: (i) each Companion\nLoan Holder may have special relationships and interests that conflict with those of an Uncertificated Interest Owner and/or Holders of\none or more Classes of Trust Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii) no Companion\nLoan Holder has any duty to any Uncertificated Interest Owner or the Holders of any Class of Trust Certificates; and (iv) no Companion\nLoan Holder shall have any liability whatsoever for having so acted in its own interests, and neither any Uncertificated Interest Owner\nnor any Trust Certificateholder may take any action whatsoever against any Companion Loan Holder or any director, officer, employee, agent\nor principal thereof for such Companion Loan Holder’s having so acted in its own interests.\n\nSection 3.32          \nDelivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the\nSpecial Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s\nWebsite shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to\nthe parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan file\nto *CCTCMBSBondAdmin@computershare.com*. For the avoidance of doubt, any information that is not appropriately labeled and delivered\nin accordance with this Section 3.32 shall not be separately posted as Excluded Information on the Certificate Administrator’s\nWebsite, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.32\nshall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided under\nSection 4.02 (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case\nany information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.32 shall be\nposted on the Certificate Administrator’s Website in such a manner that an Excluded Controlling Class Holder will only be prohibited\nfrom accessing Excluded Information with respect to those Excluded Controlling Class Mortgage Loan(s) for which such Excluded Controlling\nClass Holder is a Borrower Party; provided that the foregoing shall not be construed as an affirmative obligation for the Certificate\nAdministrator to perform such segregation). When so posted, the Excluded Controlling Class Holders shall be prohibited from accessing\nExcluded Information with respect to any Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s Website. None\nof the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded\nInformation in accordance with this Section 3.32 until such party has received written notice with respect to the related\nExcluded Controlling Class Mortgage Loan in the form of Exhibit M-1C to this Agreement. Nothing set forth in this Agreement\nshall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving,\n\n - 335 - \n\n \n\nrequesting or reviewing any Excluded Information\nrelating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling\nClass Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s\nWebsite, such Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the\nrelated Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance\nwith Section 4.02(e) of this Agreement.\n\nSection 3.33          \nLitigation Control\n\n(a)               \nWith respect to any Serviced Mortgage Loan (other than any Excluded Special Servicer Mortgage Loan), any Serviced Companion Loan\nor any related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage,\nprosecute and/or defend any action brought by a Mortgagor, guarantor, other obligor on the related Mortgage Note or any Affiliates thereof\n(each a “Borrower-Related Party”) against the Trust (including, without limitation, any action in which both the Trust\nand the Master Servicer are named) and/or the Special Servicer or any predecessor master servicer or special servicer, and represent the\ninterests of the Trust in any litigation relating to the rights and obligations (or the enforcement of obligations) of the Trust, or of\nthe Mortgagor or other Borrower-Related Party under the related Loan Documents, or with respect to the related Mortgaged Property or other\ncollateral securing such Mortgage Loan (or related Whole Loan), or otherwise with respect to the enforcement of the obligations of a Borrower-Related\nParty under the related Loan Documents (“Trust-Related Litigation”). In the event that the Master Servicer is named\nin any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related Litigation (regardless of whether the Trust\nis named in such Trust-Related Litigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as reasonably\npracticable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Trust-Related\nLitigation.\n\n(b)              \nWith respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in the Trust-Related Litigation,\nand neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by Section\n3.33(a) above, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to time on a more frequent basis)\nstatus reports to the Special Servicer regarding such Trust-Related Litigation; provided, however, nothing in this requirement to deliver\na status report shall require or obligate the Master Servicer to provide privileged or confidential information; (ii) use reasonable efforts\nto have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains\na party to such lawsuit, consult with, and take direction from, the Special Servicer with respect to material decisions and material monetary\nsettlements related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel.\nIf and/or when the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Trust-Related Litigation\nas provided in Section 3.33(a) above, the Master Servicer shall no longer have the reporting obligations set forth above and the\nSpecial Servicer’s selection of counsel shall be subject to the consent of the Master Servicer which consent shall not be unreasonably\nwithheld. Further, if there are claims against the Master Servicer, the Trust, and the Special Servicer, each party at the request of\nany other such party shall enter into a joint defense agreement in accordance with Section 3.33(h) below.\n\n - 336 - \n\n \n\n(c)               \nThe Special Servicer shall not (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 (A) it has notified in writing the Directing Holder\n(prior to a Control Termination Event and other than with respect to an Excluded Mortgage Loan) (to the extent the identity of the Directing\nHolder is actually known to the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate\nAdministrator as to the identity of the Directing Holder) and the related holder of any Serviced Companion Loan (if such matter affects\nsuch related Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the\nSpecial Servicer) and (B) the Directing Holder (prior to a Control Termination Event and other than with respect to an Excluded Loan)\nhas not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all information\nthat the Directing Holder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being\nunderstood and agreed that if such written objection has not been received by the Special Servicer within such five (5) Business Day period,\nthen the Directing Holder shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines\n(consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders, the Uncertificated\nInterest Owners and any related Serviced Companion Loan holders, the Special Servicer may take such action without waiting for the Directing\nHolder’s response.\n\n(d)              \nNotwithstanding anything to the contrary in this Section 3.33, neither the Special Servicer nor the Master Servicer shall\nfollow any advice, direction or consultation provided by the Directing Holder (or any party to this Agreement) that would require or cause\nthe Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard,\nrequire or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause\nthe Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder,\nany Uncertificated Interest Owner or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit\nor liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to\nqualify as a grantor trust for federal income tax purposes or 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, the Master Servicer’s,\nthe Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.\n\n(e)               \nNotwithstanding the right of the Special Servicer provided under this Section to represent the interests of the Trust in Trust\nRelated Litigation, the Master Servicer shall retain the right at all times to make determinations relating to material and direct claims\nagainst the Master Servicer where a settlement by the *Special* Servicer has not otherwise been resolved pursuant to the terms of\nsubsection (g) below, including but not limited to the right to engage separate counsel, to make settlement decisions and to appear in\nany proceeding on its own behalf. The cost related to or incurred in connection with exercising such rights shall be subject to indemnification\nas and to the extent provided in this Agreement.\n\n(f)               \nFurther, nothing in this Section shall require the Master Servicer or the Special Servicer to take or fail to take any action which\nin the Master Servicer’s or Special Servicer’s reasonable judgment, may (i) cause any Trust REMIC to fail to qualify as a\nREMIC or\n\n - 337 - \n\n \n\nthe Grantor Trust to fail to qualify as a grantor\ntrust for federal income tax purposes, result in the imposition of “prohibited transaction” or “prohibited contribution”\ntax under the REMIC Provisions, or otherwise result in a violation of the REMIC Provisions or Grantor Trust Provisions, (ii) cause the\nMaster Servicer or the Special Servicer to violate the Servicing Standard or the express provisions of any other Section of this Agreement,\n(iii) result in a violation of applicable law or the Mortgage Loan documents or (iv) subject the Master Servicer or the Special Servicer\nto liability or materially expand the scope of the Master Servicer’s or Special Servicer’s obligations under this Agreement.\n\n(g)              \nIf Master Servicer or Special Servicer is a named party, then neither the Special Servicer nor the Master Servicer shall settle\non behalf of the Master Servicer or Special Servicer, as applicable, any Trust-Related Litigation without such party’s consent unless:\n(i) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief on the part of\nthe Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer are each fully released, (ii)\nthe cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement, and payment\nof such cost or judgment is provided for in this Agreement, (iii) each of the Master Servicer and the Special Servicer is and shall be\nindemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling the Trust-Related\nLitigation and for any judgment, (iv) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed\n(as to the Master Servicer) to be in compliance with the Servicing Standard and (v) the Master Servicer or the Special Servicer, as applicable,\nprovides the Master Servicer or the Special Servicer, as applicable, with assurance reasonably satisfactory to the Master Servicer or\nthe Special Servicer, as applicable, as to the items in clauses (i), (ii), (iii) and (iv).\n\n(h)              \nIn the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, to the extent that\nthe Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i) use reasonable\nefforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and the Special\nServicer the rights afforded to such party in this Section.\n\n(i)                \nThis Section shall not apply in the event, and to the extent, that the Special Servicer authorizes the Master Servicer, and the\nMaster Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation\non behalf of the Trust in accordance with the Servicing Standard.\n\n(j)                \nNotwithstanding the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section 3.01(a)\nof this Agreement and subject to the power of attorney, (x) in the event that any action, suit, litigation or proceeding names the Certificate\nAdministrator, the Trustee, the Custodian or the Operating Advisor, as applicable, in its respective individual capacity, or in the event\nthat any judgment is rendered against the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable,\nin its individual capacity, the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, upon prior\nwritten notice to the Master Servicer or the Special Servicer, as applicable, may retain separate counsel and appear in any such proceeding\non its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such\n\n - 338 - \n\n \n\nlitigation or claim); (y) 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 Loan Documents, or otherwise relating to one or more Mortgage Loans or Mortgaged\nProperties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator,\nthe Trustee, the Custodian or the Operating Advisor, as applicable, (i) initiate an action, suit, litigation or proceeding in the name\nof the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, whether in such capacity or individually,\n(ii) engage counsel to represent the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, (iii)\nsettle any claim giving rise to liability to the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable,\nin its individual capacity, or (iv) 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 Certificate Administrator, the Trustee, the\nCustodian or the Operating Advisor, as applicable, to be registered to do business in any state (provided that neither the Master Servicer\nnor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee, the\nCustodian or the Operating Advisor, as applicable, to grant such consent); and (z) in the event that any court finds that the Certificate\nAdministrator, the Trustee, the Custodian or the Operating Advisor, as applicable, is a necessary party in respect of any action, suit,\nlitigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Certificate Administrator, the Trustee,\nthe Custodian or the Operating Advisor, as applicable, shall have the right to retain separate counsel and appear in any such proceeding\non its own behalf in order to protect and represent its interests, whether as the Certificate Administrator, the Trustee, the Custodian\nor the Operating Advisor, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim);\nprovided that nothing in this subsection shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related\nLitigation, with the consent or consultation of the Directing Holder (prior to a Control Termination Event or Consultation Termination\nEvent, respectively, and other than with respect to an Excluded Mortgage Loan), to the extent required in Section 3.33(c)) from\ninitiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust. References to Mortgage\nLoans (including references to Mortgagors, guarantors, obligors and Mortgaged Properties) in this Section shall mean Serviced Mortgage\nLoans.\n\n(k)              \nNotwithstanding the foregoing or anything to the contrary in this Section, this Section shall not apply to any Trust-Related Litigation\nand shall have no force and effect with respect thereto, in the event that either (i) at the time such Trust-Related Litigation is commenced\nor at any time during the continuance of such Trust-Related Litigation, 3650 REIT Loan Servicing LLC is no longer the Special Servicer\nwith respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement as Special Servicer with respect\nto the related Mortgage Loan or related Whole Loan (whether or not such replacement is effective) or such related Mortgage Loan or Whole\nLoan is an Excluded Special Servicer Mortgage Loan in respect of 3650 REIT Loan Servicing LLC as Special Servicer, or (ii) the Depositor,\nany Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their respective affiliates is an adverse party\n(with respect to the Trust, the Master Servicer or the Special Servicer) in such Trust-Related Litigation or holds any interest which\nis adverse to the Trust, the Master Servicer or the Special Servicer, unless otherwise agreed to in writing by each of the Master Servicer\nand/or the Special Servicer, as applicable, and the Depositor, Sponsor, Mortgage Loan Seller, Initial\n\n - 339 - \n\n \n\nPurchaser, Underwriter, or affiliate that is\nsuch a party or holds such interest. In each case under clauses k(i) and (k)(ii) above, the applicable party listed above\nthat has knowledge of such occurrence and of the commencement of a Trust-Related Litigation shall use reasonable efforts to provide notice\nof such occurrence to the Master Servicer and/or the Special Servicer, as applicable, pursuant to this Agreement. For the avoidance of\ndoubt, the rights and obligations of the Master Servicer and the Special Servicer relating to any Trust-Related Litigation shall be limited\nsolely to the representation of the Trust and itself, separate and apart from the interests of any other party thereto. For the further\navoidance of doubt, in such circumstance described in this paragraph, the rights and obligations of the Master Servicer and the Special\nServicer relating to litigation shall be as otherwise set forth with respect to servicing in this Agreement.\n\n \n\nSection 3.34       \nResignation Upon Prohibited Risk Retention Affiliation. Under Regulation RR, if the Retaining Sponsor transfers the HRR\nInterest to a Subsequent Third Party Purchaser, such Subsequent Third Party Purchaser and any Loan-Specific Third Party Purchaser is prohibited\nfrom being Risk Retention Affiliated with, among other persons, the Master Servicer, the Trustee, the Certificate Administrator, the Operating\nAdvisor or the Asset Representations Reviewer. As long as the prohibition referred to in the preceding sentence exists, upon the occurrence\nof (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable,\nobtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become Risk\nRetention Affiliated with or a Risk Retention Affiliate of any such Subsequent Third Party Purchaser or any Loan-Specific Third Party\nPurchaser (in any such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, Certificate Administrator\nor the Trustee receiving written notice by any other party to this Agreement, any such Subsequent Third Party Purchaser or any Loan-Specific\nThird Party Purchaser, as applicable, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, Certificate Administrator\nor the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations\nReviewer obtaining actual knowledge that it is or has become an Affiliate (including a Risk Retention Affiliate) of any such Subsequent\nThird Party Purchaser, any Loan-Specific Third Party Purchaser, any Sponsor or any other party to this Agreement (other than the Operating\nAdvisor and Asset Representations Reviewer) (together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”),\nthen, in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors and the other parties to this Agreement\nand resign in accordance with Section 6.04, Section 8.07 or Section 11.03, as applicable. The resigning\nImpermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party to this\nAgreement, the Trust and each Rating Agency in connection with such resignation as and to the extent required under this Agreement, *provided\nhowever,* if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the subject Subsequent Third Party\nPurchaser or any Loan-Specific Third Party Purchaser, as applicable, acquiring an interest in such Impermissible Risk Retention Affiliate\nor an affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses shall be an expense of the Trust.\n\n - 340 - \n\n \n\nArticle\nIV\n\nDISTRIBUTIONS TO TRUST CERTIFICATEHOLDERS AND UNCERTIFICATED\n\nINTEREST OWNERS\n\nSection 4.01          \nDistributions.\n\n(a)               \n(i) On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the\nfirst paragraph of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March (or February\nif the final Distribution Date occurs in such month) of each calendar year (commencing in 2026), pursuant to Section 3.23, the\nCertificate Administrator shall withdraw from the Interest Reserve Account the aggregate of any and all Initial Interest Deposit Amounts\nand/or Withheld Amounts, as applicable, Withheld Amounts on deposit therein and shall deposit any such amounts in the Lower-Tier REMIC\nDistribution Account (to the extent such Initial Interest Deposit Amounts and Withheld Amounts relate to the Mortgage Loans) or the related\nTrust Subordinate Companion Loan REMIC Distribution Account (to the extent such Initial Interest Deposit Amounts and Withheld Amounts\nrelate to a Trust Subordinate Companion Loan), as applicable. On each Master Servicer Remittance Date, the Certificate Administrator shall\nwithdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution Account any Excess\nLiquidation Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On each Distribution Date,\nthe amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as P&I Advances\nor Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be\ndeemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii)\nand the last paragraph of Section 4.01(d). On each Distribution Date, the amounts with respect to a Trust Subordinate Companion\nLoan that have been transferred to a Trust Subordinate Companion Loan REMIC Distribution Account from the Collection Account or as P&I\nAdvances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a)\nshall be deemed distributed on the related Trust Subordinate Companion Loan Regular Interests to the Upper-Tier REMIC, in accordance\nwith Section 4.01(a)(iii) and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered\nto be held in the Upper-Tier REMIC Distribution Account until distributed to the Trust Certificateholders and the Uncertificated Interest\nOwners.\n\n(ii)                            All distributions\nmade in respect of interest on any Class of Principal Balance Certificates or in respect of interest on the Uncertificated VRR Interest\non each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall\nbe deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding\nLower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of interest on any Class\nof the Class X Certificates on each Distribution Date pursuant to Section 4.01(b) or Section 9.01, and allocable\nto any particular Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b), shall\nbe deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of such Component’s\nCorresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any Class of Principal Balance Certificates\nor in respect of principal\n\n - 341 - \n\n \n\nof the Uncertificated VRR Interest on\neach Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed\nto have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding\nLower-Tier Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest) of applicable Realized\nLosses made in respect of any Class of Principal Balance Certificates or in respect of the Uncertificated VRR Interest on each Distribution\nDate pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been\ndistributed from the Lower-Tier REMIC to the Upper-Tier REMIC as reimbursements (with interest) of applicable Realized Losses,\nin respect of its Corresponding Lower-Tier Regular Interest.\n\n(iii)                         All distributions\nmade in respect of interest on any Class of Loan-Specific Principal Balance Certificates or Loan-Specific Uncertificated Interest\nrelating to a particular Trust Subordinate Companion Loan on each Distribution Date pursuant to Section 4.01(n), Section 4.01(o)\nor Section 9.01 shall be deemed to have first been distributed from the related Trust Subordinate Companion Loan REMIC\nto the Upper-Tier REMIC as interest in respect of its Corresponding Trust Subordinate Companion Loan Regular Interest set forth in\nthe Preliminary Statement hereto. All distributions made in respect of interest on any Class of the Loan-Specific Interest-Only Certificates\non each Distribution Date pursuant to Section 4.01(n) or Section 9.01, and allocable to any particular Loan-Specific\nComponent of such Class of Loan-Specific Certificates in accordance with Section 4.01(n), shall be deemed to have first\nbeen distributed from the related Trust Subordinate Companion Loan REMIC to the Upper-Tier REMIC as interest in respect of such Loan-Specific\nComponent’s Corresponding Trust Subordinate Companion Loan Regular Interest. All distributions made in respect of principal of\nany Class of Loan-Specific Certificates or Loan-Specific Uncertificated Interest relating to a particular Trust Subordinate\nCompanion Loan on each Distribution Date pursuant to Section 4.01(n), Section 4.01(o) or Section 9.01\nshall be deemed to have first been distributed from the related Trust Subordinate Companion Loan REMIC to the Upper-Tier REMIC\nin respect of principal of its Corresponding Trust Subordinate Companion Loan Regular Interest set forth in the Preliminary Statement\nhereto. All reimbursements of applicable Realized Losses made in respect of any Class of Loan-Specific Certificates or Loan-Specific\nUncertificated Interest relating to a particular Trust Subordinate Companion Loan on each Distribution Date pursuant to Section 4.01(n),\nSection 4.01(o) or Section 9.01 shall be deemed to have first been distributed from the related Trust Subordinate\nCompanion Loan REMIC to the Upper-Tier REMIC as reimbursements of applicable Realized Losses in respect of its Corresponding Trust\nSubordinate Companion Loan Regular Interest.\n\n(iv)                        On each Distribution\nDate, Holders of the Class R Certificates shall receive distributions of any Aggregate Available Funds and Yield Maintenance Charges\nremaining in the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Residual Interest after all payments have\nbeen made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests in accordance with Section 4.01(a)(ii)\nand the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class R Certificates shall\nreceive distributions of any Trust Subordinate Companion Loan Available Funds and Yield Maintenance Charges remaining in the Trust Subordinate\n\n - 342 - \n\n \n\nCompanion Loan REMIC Distribution Account\nrelating to any particular Trust Subordinate Companion Loan in respect of the related Trust Subordinate Companion Loan Residual Interest\nafter all payments have been made to the Certificate Administrator as the holder of the related Trust Subordinate Companion Loan Regular\nInterests in accordance with Section 4.01(a)(iii) and the last paragraph of Section 4.01(d).\n\n(b)              \nOn each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the\namounts on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable\nRealized Losses, to the extent of Non-Vertically Retained Available Funds on deposit therein, and distribute such amounts to the Holders\nof each Class of Non-Vertically Retained Regular Certificates and to the Holders of the Class R Certificates in the amounts and in the\norder of priority set forth below:\n\n(i)*                                First*, to\nthe respective Holders of the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B and Class X-D Certificates, in respect\nof interest, up to an amount equal to, and *pro rata* in accordance with, the respective Interest Distribution Amounts of those\nClasses;\n\n(ii)*                            Second*,\nto the respective Holders of the Class A-1, Class A-2 and Class A-3 Certificates, in reduction of the respective Certificate\nBalances thereof in the following priority (subject to the penultimate paragraph of this Section 4.01(b)):\n\n(A)            \nto the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal\nDistribution Amount for such Distribution Date, until the related Certificate Balance is reduced to zero;\n\n(B)             \nto the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal\nDistribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclause\n(A) above, until the related Certificate Balance is reduced to zero; and\n\n(C)             \nto the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal\nDistribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A)\nand (B) above, until the related Certificate Balance is reduced to zero;\n\n(iii)*                         Third,*to\nthe respective Holders of the Class A-1, Class A-2 and Class A-3 Certificates, up to an amount equal to, and *pro rata* based\nupon, the aggregate unreimbursed Realized Losses previously allocated to each such Class, plus interest thereon at the Pass-Through\nRate for such Class compounded monthly from the date each related Realized Loss was allocated to such Class;\n\n(iv)*                        Fourth*,\nto the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of\nthat Class;\n\n - 343 - \n\n \n\n(v)*                           Fifth*, after\nthe Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, to the Holders of the\nClass A-S Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount\nfor such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the\nrelated Certificate Balance is reduced to zero;\n\n(vi)*                        Sixth,*to\nthe Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated\nto such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized\nLoss was allocated to such Class;\n\n(vii)*                     Seventh,*to\nthe Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of that Class;\n\n(viii)*                  Eighth,*after\nthe Certificate Balances of the Class A-1, Class A-2, Class A-3 and Class A-S Certificates have been reduced to zero, to the Holders\nof the Class B Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount\nfor such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the\nrelated Certificate Balance is reduced to zero;\n\n(ix)*                          Ninth,*to\nthe Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated\nto such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized\nLoss was allocated to such Class;\n\n(x)                            *Tenth,*to\nthe Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of that Class;\n\n(xi)                          *Eleventh,*after\nthe Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S and Class B Certificates have been reduced to zero,\nto the Holders of the Class C Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution\nAmount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,\nuntil the related Certificate Balance is reduced to zero;\n\n(xii)*                       Twelfth,*to\nthe Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated\nto such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized\nLoss was allocated to such Class;\n\n(xiii)*                    Thirteenth,*to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of\nthat Class;\n\n(xiv)                  * Fourteenth,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B and Class C\nCertificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the related Certificate Balance,\nup\n\n - 344 - \n\n \n\nto an amount equal to the Principal Distribution\nAmount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until\nthe related Certificate Balance is reduced to zero;\n\n(xv)*                      Fifteenth,*to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated\nto such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized\nLoss was allocated to such Class;\n\n(xvi)*                   Sixteenth,*to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof that Class;\n\n(xvii)*                Seventeenth,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D Certificates\nhave been reduced to zero, to the Holders of the Class E-RR Certificates, in reduction of the related Certificate Balance, up to an amount\nequal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed\npursuant to all prior clauses, until the related Certificate Balance is reduced to zero;\n\n(xviii)*             Eighteenth,*to the Holders of the Class E-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously\nallocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related\nRealized Loss was allocated to such Class;\n\n(xix)*                      Nineteenth,*to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof that Class;\n\n(xx)*                         Twentieth,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E-RR\nCertificates have been reduced to zero, to the Holders of the Class F-RR Certificates, in reduction of the related Certificate Balance,\nup to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution\nAmount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;\n\n(xxi)*                    Twenty-First,*to the Holders of the Class F-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously\nallocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related\nRealized Loss was allocated to such Class;\n\n(xxii)*                  Twenty-Second,*to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof that Class;\n\n(xxiii)*               Twenty-Third,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E-RR and\nClass F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates, in reduction of the related Certificate\nBalance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal\n\n - 345 - \n\n \n\nDistribution Amount distributed pursuant\nto all prior clauses, until the related Certificate Balance is reduced to zero;\n\n(xxiv)*              Twenty-Fourth,*to the Holders of the Class G-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously\nallocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related\nRealized Loss was allocated to such Class;\n\n(xxv)*                 Twenty-Fifth,*to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof that Class;\n\n(xxvi)*              Twenty-Sixth,*after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E-RR,\nClass F-RR and Class G-RR Certificates have been reduced to zero, to the Holders of the Class J-RR Certificates, in reduction of the\nrelated Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion\nof such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to\nzero;\n\n(xxvii)*           Twenty-Seventh,*to the Holders of the Class J-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously\nallocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related\nRealized Loss was allocated to such Class; and\n\n(xxviii)*        Last,*to\nthe Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount of any remaining portion of\nthe Non-Vertically Retained Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution Account.\n\nNotwithstanding the foregoing,\non each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described in\nclause (ii) above, remaining Non-Vertically Retained Available Funds at such level shall be distributed up to an amount equal to\nthe Principal Distribution Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2 and Class A-3 Certificates,\n*pro rata*, based on their respective Certificate Balances, in reduction of their respective Certificate Balances. Any remaining\nNon-Vertically Retained Available Funds will then be allocated as provided in clauses (iii) through (xxviii) above.\nIn addition, in the case of any distributions made pursuant to any of clauses (iii), (vi), (ix), (xii), (xv),\n(xviii), (xxi), (xxiv) and (xxvii), such distributions shall, in the case of each such clause, be applied\nfirst to reimburse previously allocated Realized Losses and then to pay compound interest accrued on previously allocated Realized Losses.\n\nAll distributions of interest\nmade in respect of a Class of the Class X Certificates on any Distribution Date pursuant to this Section 4.01(b), shall be\ndeemed to have been made: (x) if there is only one Component of such Class, in respect of such Component; and (y) if there are\nmultiple Components of such Class, in respect of all such Components, *pro rata* in accordance with the respective amounts of interest\nthat would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip Rate of each such Component\n\n - 346 - \n\n \n\nmultiplied by its respective Component Notional\nAmount, reduced by its share of any Excess Prepayment Interest Shortfall with respect to the Mortgage Pool for such Distribution Date,\ntogether with any amounts thereof remaining unpaid from previous Distribution Dates.\n\n(c)               \nOn each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the\namounts on deposit therein, to the extent of the Combined VRR Available Funds for such Distribution Date, and shall distribute such amounts\nto the Uncertificated VRR Interest Owner, the Holders of the Class VRR Certificates and the Holders of the Class R Certificates for the\nfollowing purposes and in the following order of priority:\n\n(i)                                *First*, distributions\nof interest to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, *pro rata* based on the Certificate\nBalance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, up to an aggregate amount equal to the\nVRR Interest Distribution Amount for such Distribution Date;\n\n(ii)*                            Second*,\ndistributions of principal to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, *pro rata* based\non the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, in reduction of such\nCertificate Balance and Uncertificated VRR Interest Balance, up to an aggregate amount equal to the VRR Principal Distribution Amount\nfor such Distribution Date, until the Combined VRR Interest Balance has been reduced to zero; and\n\n(iii)                        * Third*,\nreimbursements (with interest) of prior write-offs of the Combined VRR Interest Balance to the Holders of the Class VRR Certificates\nand the Uncertificated VRR Interest Owner, *pro rata* based on the Certificate Balance of the Class VRR Certificates and the Uncertificated\nVRR Interest Balance, respectively, *first*, (A) up to an aggregate amount equal to the unreimbursed Realized Losses previously\nallocated to the Combined VRR Interest, and *then*, (B) plus interest in an aggregate amount equal to the VRR Realized Loss Interest\nDistribution Amount for such Distribution Date;\n\nprovided that, with respect to any Distribution\nDate, to the extent that the Combined VRR Available Funds for such Distribution Date exceeds the distributions to the Uncertificated VRR\nInterest Owner and the Holders of the Class VRR Certificates on such Distribution Date pursuant to the immediately preceding clauses (i)\nthrough (iii), the Certificate Administrator shall distribute such excess to the Holders of the Class R Certificates in respect of the\nUpper-Tier Residual Interest.\n\nThe right to payment of Holders\nof the Class VRR Certificates is *pro rata* and *pari passu* with the right to payment of the Uncertificated VRR Interest Owner.\nOn each Distribution Date, any Combined VRR Available Funds, any Appraisal Reduction Amounts, Yield Maintenance Charges, Prepayment Interest\nShortfalls, and Excess Interest allocated to the Combined VRR Interest shall be allocated to the Class VRR Certificates and the Uncertificated\nVRR Interest *pro rata* (based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance,\nrespectively). In addition, any applicable Realized Losses\n\n - 347 - \n\n \n\nallocated to the Combined VRR Interest shall\nbe allocated between the Class VRR Certificates, on the one hand, and the Uncertificated VRR Interest, on the other hand, *pro rata*\nin accordance with the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.\n\nFor avoidance of doubt, no\nClass VRR Certificates or Uncertificated VRR Interest shall be issued and, accordingly, no amounts shall be allocable to the Class VRR\nCertificates or the Uncertificated VRR Interest pursuant to this Section 4.01(c).\n\n(d)              \nOn each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates and the Certificate\nBalances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E-RR Certificates have been reduced\nto zero, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Non-Vertically Retained Percentage of\neach Yield Maintenance Charge (such portion of any Yield Maintenance Charge, a “Non-Vertically Retained Yield Maintenance Charge”)\ncollected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied\na Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed by the Certificate Administrator\nto the Holders of the respective Classes of Non-Vertically Retained Regular Certificates (excluding the Class F-RR, Class G-RR and Class\nJ-RR Certificates) as follows: (A) first such Non-Vertically Retained Yield Maintenance Charge shall be allocated between (i) the\ngroup (the “YM Group A”) comprised of the Class A-1, Class A-2, Class A-3 and Class X-A Certificates, (ii)\nthe group (the “YM Group A-S/B/C\") comprised of the Class A-S, Class B, Class C and Class X-B Certificates, (iii) the\ngroup (the “YM Group D”) comprised of the Class X-D and Class D Certificates, and (iv) the group (the “YM\nGroup E-RR” and, collectively with the YM Group A, the YM Group A-S/B/C and the YM Group D, the “YM Groups”)\ncomprised solely of the Class E-RR Certificates, *pro rata* based on the aggregate amount of principal distributed with respect to\nthe Class or Classes of Non-Vertically Retained Principal Balance Certificates in each YM Group on such Distribution Date, and (B) then,\nthe portion of such Non-Vertically Retained Yield Maintenance Charge allocated to each YM Group shall be further allocated as among the\nClasses of Non-Vertically Retained Regular Certificates in such YM Group, in the following manner: (1) each Class of Non-Vertically Retained\nPrincipal Balance Certificates in such YM Group shall entitle the applicable Certificateholders to receive on the applicable Distribution\nDate that portion of such Non-Vertically Retained Yield Maintenance Charge equal to the product of (x) a fraction, the numerator\nof which is the amount distributed as principal to the subject Class of Non-Vertically Retained Principal Balance Certificates on such\nDistribution Date, and the denominator of which is the total amount of principal distributed to all of the Non-Vertically Retained Principal\nBalance Certificates in such YM Group on such Distribution Date, (y) except in the case of any YM Group comprised solely of a Class\nor Classes of Principal Balance Certificates (for each of which Classes the value of this clause (y) is one (1)), the Base Interest Fraction\nfor the related Principal Prepayment and such Class of Non-Vertically Retained Principal Balance Certificates and (z) the portion\nof such Non-Vertically Retained Yield Maintenance Charge allocated to such YM Group; and (2) the portion of such Non-Vertically Retained\nYield Maintenance Charge allocated to such YM Group on any Distribution Date and remaining after such distributions with respect to the\nNon-Vertically Retained Principal Balance Certificates contemplated by the preceding clause (1) shall be distributed to the Class\nof Class X Certificates (if any) in such YM Group. If there is more than one Class of Non-Vertically Retained Principal Balance Certificates\nin any YM Group entitled to\n\n - 348 - \n\n \n\ndistributions of principal on any particular\nDistribution Date on which Non-Vertically Retained Yield Maintenance Charges collected on the Mortgage Loans are distributable to such\nClasses, then the aggregate portion of such Non-Vertically Retained Yield Maintenance Charges allocated to such YM Group shall be allocated\namong all such Classes of Non-Vertically Retained Principal Balance Certificates up to, and on a *pro rata* basis in accordance with,\ntheir respective entitlements in those Non-Vertically Retained Yield Maintenance Charges in accordance with the preceding sentence.\n\nNotwithstanding the foregoing\nprovisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional Amount, the Class X-B Notional\nAmount, the Class X-D Notional Amount and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B,\nClass C, Class D and Class E-RR Certificates have been reduced to zero, all amounts on deposit in the Upper-Tier REMIC Distribution\nAccount that represent Non-Vertically Retained Yield Maintenance Charges collected on the Mortgage Loans during the related Collection\nPeriod (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available\nFunds for such Distribution Date) shall be distributed by the Certificate Administrator to the Holders of the Class F-RR, Class G-RR and\nClass J-RR Certificates (collectively, the “Subordinate YM Certificates”) as follows: each such Class of Subordinate\nYM Certificates shall entitle the applicable Certificateholders to receive on the applicable Distribution Date that portion of such Non-Vertically\nRetained Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed as principal\nto such Class of Subordinate YM Certificates on such Distribution Date, and the denominator of which is the total amount of principal\ndistributed to all of the Subordinate YM Certificates on such Distribution Date, multiplied by (y) the total amount of such Non-Vertically\nRetained Yield Maintenance Charge to be distributed on such Distribution Date. If there is more than one Class of Subordinate YM Certificates\nentitled to distributions of principal on any particular Distribution Date on which the Non-Vertically Retained Yield Maintenance Charges\nare distributable to such Classes, then the aggregate amount of such Non-Vertically Retained Yield Maintenance Charges shall be allocated\namong all such Classes of Subordinate YM Certificates entitled to distributions of principal up to, and on a pro rata basis in accordance\nwith, their respective entitlements in those Non-Vertically Retained Yield Maintenance Charges in accordance with the preceding sentence\nof this paragraph.\n\nOn each Distribution Date,\namounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Vertically Retained Percentage of each Yield Maintenance\nCharge collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s),\nthat accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed by\nthe Certificate Administrator to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, *pro rata*\nbased on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.\n\nOn any Distribution Date,\nany Yield Maintenance Charges collected in respect of a Trust Subordinate Companion Loan during the related Collection Period shall be\ndistributed by the Certificate Administrator to the related Loan-Specific Certificateholders and any related Loan-Specific Uncertificated\nInterest Owner. [SPECIFICS OF DISTRIBUTIONS OF YIELD\n\n - 349 - \n\n \n\nMAINTENANCE CHARGES ON LOAN-SPECIFIC CERTIFICATES\nAND LOAN-SPECIFIC UNCERTIFICATED INTERESTS RESERVED.]\n\nAny portion of a Yield Maintenance\nCharge that is distributed to Holders of the Non-Vertically Retained Regular Certificates on any Distribution Date shall (i) in the case\nof a Yield Maintenance Charge with respect to a Loan REMIC Held Mortgage Loan, be deemed to have first been distributed from the related\nLoan REMIC to the Lower-Tier REMIC in respect of the related Loan REMIC Regular Interest, and then from the Lower-Tier REMIC to the\nUpper-Tier REMIC in respect of the Lower-Tier Regular Interests (exclusive of the Class LVRR Lower-Tier Regular Interest\nand the LUVRR Lower-Tier Regular Interest) then receiving a principal distribution, *pro rata*, based on the respective amounts\nof those principal distributions, and (ii) in the case of a Yield Maintenance Charge with respect to a Mortgage Loan other than a Loan\nREMIC Held Mortgage Loan, be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect\nof the Lower-Tier Regular Interests (exclusive of the Class LVRR Lower-Tier Regular Interest and the LUVRR Lower-Tier Regular\nInterest) then receiving a principal distribution, *pro rata*, based on the respective amounts of those principal distributions.\nAny portion of a Yield Maintenance Charge that is distributed to the Holders of the Class VRR Certificates or the Uncertificated VRR Interest\nOwner on any Distribution Date shall (i) in the case of a Yield Maintenance Charge with respect to a Loan REMIC Held Mortgage Loan, be\ndeemed to have first been distributed from the related Loan REMIC to the Lower-Tier REMIC in respect of the related Loan REMIC Regular\nInterest, and then from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LVRR Lower-Tier Regular\nInterest and the LUVRR Lower-Tier Regular Interest *pro rata* based on their respective Lower-Tier Principal Balances, and (ii) in\nthe case of a Yield Maintenance Charge with respect to a Mortgage Loan other than a Loan REMIC Held Mortgage Loan, be deemed to have first\nbeen distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LVRR Lower-Tier Regular Interest\nand the LUVRR Lower-Tier Regular Interest *pro rata* based on their respective Lower-Tier Principal Balances. Any portion of a Yield\nMaintenance Charge that is distributed in respect of any Class of related Loan-Specific Certificates (and, in the case of a Class of Loan-Specific\nInterest-Only Certificates, allocable to any particular Loan-Specific Component) or any related Loan-Specific Uncertificated Interest\non any Distribution Date shall be deemed to have first been distributed from the related Trust Subordinate Companion Loan REMIC to the\nUpper-Tier REMIC in respect of its Corresponding Trust Subordinate Companion Loan Regular Interest set forth in the Preliminary Statement\nhereto.\n\n(e)               \nOn each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Non-Vertically Retained Available\nFunds for such Distribution Date (determined without regard to the inclusion of any Excess Liquidation Proceeds therein) would be sufficient\nto pay all interest and principal due and owing to, and to reimburse (with interest thereon) all previously allocated applicable Realized\nLosses reimbursable to, the Holders of the Non-Vertically Retained Regular Certificates on such Distribution Date pursuant to Section 4.01(b).\nIf the Certificate Administrator determines that such Non-Vertically Retained Available Funds (as so determined) would not be sufficient\nto make such payments and reimbursements, then the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve\nAccount and deposit in the Lower-Tier REMIC Distribution Account on the applicable Master Servicer Remittance Date an amount (to be\nincluded in the Aggregate Available Funds for the related Distribution Date for allocation between the Combined VRR Interest and the Non-Vertically\n\n - 350 - \n\n \n\nRetained Regular Certificates) equal to the\nlesser of (i) all amounts then on deposit in the Excess Liquidation Proceeds Reserve Account and (ii) the sum of (A) the amount of the\napplicable insufficiency in such Non-Vertically Retained Available Funds and (B) the VRR Allocation Percentage of the amount described\nin the immediately preceding subclause (A). The Certificate Administrator may also withdraw funds from the Excess Liquidation Proceeds\nReserve Account in order to make distributions to the Holders of the Class R Certificates in accordance with the last sentence of Section 3.05(c)\nof this Agreement.\n\n(f)               \nOn each Distribution Date, following all distributions to be made on such date, the Certificate Balance of each Class of Non-Vertically\nRetained Principal Balance Certificates shall be reduced without distribution, as a write-off, to the extent of any applicable Realized\nLoss allocated to such Class of Certificates, on such Distribution Date. On each Distribution Date, any applicable Realized Loss with\nrespect to the Non-Vertically Retained Principal Balance Certificates for such Distribution Date shall be allocated to the following Classes\nof Non-Vertically Retained Principal Balance Certificates in the following order, until the Certificate Balance of each such Class of\nCertificates is reduced to zero: *first*, to the Class J-RR Certificates; *second*, to the Class G-RR Certificates; *third*,\nto the Class F-RR Certificates; *fourth*, to the Class E-RR Certificates; *fifth*, to the Class D Certificates; *sixth*,\nto the Class C Certificates; *seventh*, to the Class B Certificates; *eighth*, to the Class A-S Certificates; and finally, *pro\nrata* to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates and (iii) Class A-3 Certificates based on their\nrespective Certificate Balances.\n\nOn each Distribution Date,\nfollowing all distributions to be made on such date, any applicable Realized Loss for such Distribution Date shall be allocated to the\nCombined VRR Interest in reduction of the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance\nof the Uncertificated VRR Interest (*pro rata* based on the relative sizes thereof) without distribution, as a write-off, to the\nextent of such applicable Realized Loss, until the Combined VRR Interest Balance is reduced to zero.\n\nOn each Distribution Date,\nfollowing the deemed distributions of principal or in reimbursement (with interest) of previously allocated applicable Realized Losses\ndeemed made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal Balance\nof each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be deemed reduced as a result of\napplicable Realized Losses to equal the Certificate Balance of its Corresponding Certificates (or, in the case of the LUVRR Lower-Tier\nRegular Interest, the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest) that will be outstanding immediately following\nsuch Distribution Date.\n\nThe Notional Amount of the\nClass X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions\nof the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates and of the Lower-Tier Principal Balances\nof the Class LA-1, Class LA-2 and Class LA-3 Lower-Tier Regular Interests, in any event resulting from allocations\nof applicable Realized Losses. The Notional Amount of the Class X-B Certificates and the Component Notional Amounts of the Class X-B\nComponents will be reduced to reflect reductions of the Certificate Balances of the Class A-S, Class B and Class C Certificates and\nof the Lower-Tier Principal Balances of the Class LA-S, Class LB and Class LC Lower-Tier Regular Interests, in any event resulting\nfrom allocations of applicable Realized\n\n - 351 - \n\n \n\nLosses. The Notional Amount of the Class X-D\nCertificates and the Component Notional Amount of the Class X-D Component will be reduced to reflect reductions of the Certificate\nBalance of the Class D Certificates and of the Lower-Tier Principal Balance of the Class LD Lower-Tier Regular Interest, in any\nevent resulting from allocations of applicable Realized Losses.\n\nThe Certificate Balance or\nUncertificated Interest Balance, as applicable, of each Class of Loan-Specific Principal Balance Certificates and Loan-Specific Uncertificated\nInterest relating to a particular Trust Subordinate Companion Loan shall be reduced without distribution on any Distribution Date, as\na write off, to the extent of any applicable Realized Loss allocated to such Class of Loan-Specific Principal Balance Certificates or\nLoan-Specific Uncertificated Interest, as the case may be, on such Distribution Date. [SPECIFICS OF ALLOCATIONS OF APPLICABLE REALIZED\nLOSSES TO LOAN-SPECIFIC PRINCIPAL BALANCE CERTIFICATES AND LOAN-SPECIFIC UNCERTIFICATED INTERESTS RESERVED.]\n\nOn each Distribution Date,\nfollowing the deemed distributions of principal or in reimbursement of previously allocated applicable Realized Losses deemed made in\nrespect of the Trust Subordinate Companion Loan REMIC Regular Interests pursuant to Section 4.01(a)(iii), the Trust Subordinate\nCompanion Loan Principal Balance of each Trust Subordinate Companion Loan REMIC Regular Interest (after taking account of such deemed\ndistributions) shall be deemed reduced as a result of applicable Realized Losses allocated to its Corresponding Certificates, to equal\nthe Certificate Balance or Uncertificated Interest Balance, as applicable, of its Corresponding Certificates that will be outstanding\nimmediately following such Distribution Date.\n\n(g)              \nDistributions in reimbursement of applicable Realized Losses previously allocated to the respective Classes of the Non-Vertically\nRetained Principal Balance Certificates and deemed distributions in reimbursement of applicable Realized Losses previously allocated to\nthe Combined VRR Interest shall be made in the amounts and manner specified in Section 4.01(b) or Section 4.01(c), as applicable.\nIf and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage\nLoans (including REO Mortgage Loans) and previously resulted in a reduction of the Aggregate Principal Distribution Amount are subsequently\nrecovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Collection Period during which the\nrecovery occurred): (i) the Non-Vertically Retained Percentage of the amount of such recovery will be added to the Certificate Balance(s)\nof the Class or Classes of Non-Vertically Retained Principal Balance Certificates that previously were allocated applicable Realized Losses,\nin the same sequential order as distributions pursuant to Section 4.01(b) of this Agreement, in each case up to the lesser of (A)\nthe unallocated portion of the Non-Vertically Retained Percentage of the amount of such recovery and (B) the amount of the unreimbursed\napplicable Realized Losses previously allocated to the subject Class of Non-Vertically Retained Principal Balance Certificates, and the\nInterest Shortfall Carry-Forward with respect to each affected Class of Non-Vertically Retained Regular Certificates for the next Distribution\nDate will be increased by the aggregate amount of additional interest that would have accrued through the then current Distribution Date\nif the restored write-down for such reimbursed Class of Non-Vertically Retained Principal Balance Certificates had never been written\ndown; and (ii) the Vertically Retained Percentage of the amount of such recovery will be added to the Combined VRR Interest Balance of\nthe Combined VRR Interest (with such increase allocable between the Certificate Balance of the Class VRR Certificates and the Uncertificated\nVRR Interest Balance, *pro rata* based on the relative sizes\n\n - 352 - \n\n \n\nthereof) up to the lesser of (A) the Vertically\nRetained Percentage of the amount of such recovery and (B) the amount of the unreimbursed applicable Realized Losses previously allocated\nto the Combined VRR Interest, and the interest payable on the Combined VRR Interest will be deemed increased by the VRR Allocation Percentage\nof any contemporaneous increases in interest payable on the Non-Vertically Retained Regular Certificates pursuant to clause (i)\nof this sentence (which such increase shall accordingly be allocated to the Class VRR Certificates and the Uncertificated VRR Interest\n*pro rata,* based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively).\nTo the extent that the Certificate Balance of, and/or any interest payable on, any Class of Regular Certificates or any Component thereof\n(or the Uncertificated VRR Interest Balance of, and/or any interest payable on, the Uncertificated VRR Interest) is so increased or deemed\nincreased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest payable on, the Corresponding\nLower-Tier Regular Interest. If the Certificate Balance of any Class of Principal Balance Certificates (or the Uncertificated VRR\nInterest Balance of the Uncertificated VRR Interest or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest) is\nso increased, the amount of unreimbursed applicable Realized Losses in respect of such Class of Principal Balance Certificates (or the\nUncertificated VRR Interest or such Lower-Tier Regular Interest), as the case may be, shall be decreased by such amount, and any interest\naccrued on the amount of unreimbursed applicable Realized Losses so decreased shall be deemed not to exist.\n\nDistributions in reimbursement\nof Realized Losses previously allocated to the Loan-Specific Principal Balance Certificates and any Loan-Specific Uncertificated Interests\nrelating to a particular Trust Subordinate Companion Loan shall be made in the amounts and manner specified in Section 4.01(n)\nor Section 4.01(o), as applicable.\n\n(h)              \nAll amounts distributable, or reductions allocable on account of applicable Realized Losses, to a Class of Trust Certificates pursuant\nto this Section 4.01 on each Distribution Date shall be allocated *pro rata* among the outstanding Trust Certificates in each\nsuch Class based on their respective Percentage Interests. All distributions on each Class of Trust Certificates or the Uncertificated\nInterests pursuant to this Section 4.01 shall be made by the Certificate Administrator on each Distribution Date other than the\nTermination Date to each related Trust Certificateholder or Uncertificated Interest Owner of record at the close of business on the related\nRecord Date by wire transfer of immediately available funds to the account of such Trust Certificateholder or Uncertificated Interest\nOwner at a bank or other entity located in the United States and having appropriate facilities to accept such funds, if such Trust Certificateholder\nor Uncertificated Interest Owner has provided the Certificate Administrator with written wiring instructions no less than five (5) Business\nDays prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),\nor otherwise by check mailed to such Trust Certificateholder or Uncertificated Interest Owner. The final distribution on each Trust Certificate\nor Uncertificated Interest shall be made in like manner, but in the case of a Trust Certificate, only upon presentation and surrender\nof such Trust Certificate, and in the case of an Uncertificated Interest, only upon delivery of a written instrument acknowledging surrender\nof and final distribution on such Uncertificated Interest, at the office of the Certificate Administrator or its agent (which may be the\nPaying Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Trust Certificateholders or Uncertificated\nInterest Owners, as applicable, of the pendency of the final distribution. The\n\n - 353 - \n\n \n\nCertificate Administrator shall be responsible\nfor making all distributions on the Trust Certificates and the Uncertificated Interests contemplated hereunder.\n\n(i)                \nExcept as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator\nshall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of Trust\nCertificates or any Uncertificated Interest is expected to be made (or, if the Certificate Administrator has not received notice of such\nAnticipated Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each\nHolder of such Class of Trust Certificates and each related Uncertificated Interest Owner, on such date a notice to the effect that:\n\n(i)                               the Certificate\nAdministrator reasonably expects based upon information previously provided to it that the final distribution with respect to such Class\nof Trust Certificates or such Uncertificated Interest will be made on such Distribution Date, but in the case of Trust Certificates only\nupon presentation and surrender of such Trust Certificates, and in the case of an Uncertificated Interest, only upon delivery of a written\ninstrument acknowledging surrender of and final distribution on such Uncertificated Interest, at the office of the Certificate Administrator\ntherein specified, and\n\n(ii)                            if such final\ndistribution is made on such Distribution Date, no interest shall accrue on such Class of Trust Certificates or such Uncertificated Interest,\nor on the Corresponding Lower-Tier Regular Interest or Corresponding Trust Subordinate Companion Loan Regular Interest, as applicable,\nfrom and after such Distribution Date; provided, however, that the Class R Certificates shall remain outstanding until\nthere is no other Class of Trust Certificates outstanding.\n\nAny funds not distributed\nto any Holder or Holders of Trust Certificates of such Class or to any Uncertificated Interest Owner on such Distribution Date because\nof the failure of such Holder or Holders to tender their Trust Certificates or the failure of such Uncertificated Interest Owner to deliver\nthe instrument contemplated in clause (i) of the first paragraph of this Section 4.01(i) shall, on such date, be set aside and\nheld in trust for the benefit of the appropriate non-tendering Holder or Holders or Uncertificated Interest Owner(s). If any Trust\nCertificates or Uncertificated Interest as to which notice has been given pursuant to this Section 4.01(i) shall not have\nbeen surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail\na second notice to the remaining non-tendering Trust Certificateholders or Uncertificated Interest Owner(s) to surrender their Trust\nCertificates or Uncertificated Interest(s) for cancellation to receive the final distribution with respect thereto. If within one year\nafter the second notice not all of such Trust Certificates and Uncertificated Interest(s) shall have been surrendered for cancellation,\nthe Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Trust\nCertificateholders or Uncertificated Interest Owner(s) concerning surrender of their Trust Certificates or Uncertificated Interest(s).\nThe costs and expenses of holding such funds in trust and of contacting such Trust Certificateholders or Uncertificated Interest Owner(s)\nshall be paid out of such funds. Subject to applicable state law with respect to escheatment of funds, if within two years after the second\nnotice any such Trust Certificates or Uncertificated Interest(s) shall not have been surrendered for cancellation, the Paying Agent shall\npay to the Certificate Administrator all amounts distributable to the Holders thereof or the Uncertificated Interest Owner(s), as\n\n - 354 - \n\n \n\napplicable, and the Certificate Administrator\nshall thereafter hold such amounts for the benefit of such Holders or Uncertificated Interest Owner(s) until the earlier of (i) its\ntermination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the\ntermination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable\nto any Trust Certificateholder or any Uncertificated Interest Owner on any amount held in trust hereunder or by the Certificate Administrator\nas a result of such Trust Certificateholder’s failure to surrender its Trust Certificate(s) or such Uncertificated Interest Owner’s\nfailure to surrender its Uncertificated Interest, as applicable, for final payment thereof in accordance with this Section 4.01(i).\nAny funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of Trust Certificateholders\nor Uncertificated Interest Owner(s) not presenting and surrendering their Trust Certificates or Uncertificated Interest(s), as applicable,\nin the aforesaid manner.\n\n(j)                \nThe Non-Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the Mortgage Pool for\neach Distribution Date will be allocated among the various Classes of Non-Vertically Retained Regular Certificates, *pro rata*, based\nupon the respective Interest Accrual Amounts with respect to such Classes of Non-Vertically Retained Regular Certificates for such Distribution\nDate, and the Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be deemed\nallocated to the Combined VRR Interest (and will, in turn, be deemed allocated to the Class VRR Certificates and the Uncertificated VRR\nInterest, *pro rata*, based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance,\nrespectively). The portion of any such Excess Prepayment Interest Shortfall for any Distribution Date so allocable to a Class of Class\nX Certificates shall, in turn, be allocated among the various Components of such Class of Class X Certificates, *pro rata*, based\nupon the respective amounts of Accrued Component Interest with respect to such Components for such Distribution Date. The portion of any\nsuch Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Non-Vertically Retained Principal Balance\nCertificates, the Class VRR Certificates, the Uncertificated VRR Interest or any Component of a Class of Class X Certificates shall be\ndeemed to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Non-Vertically Retained Principal\nBalance Certificates, the Class VRR Certificates, the Uncertificated VRR Interest or such Component, as applicable.\n\nAny Excess Prepayment Interest\nShortfall with respect to a Trust Subordinate Companion Loan for any Distribution Date will be allocated to the related Loan-Specific\nCertificates and deemed allocated to any related Uncertificated Interest. [SPECIFICS OF ALLOCATIONS OF APPLICABLE EXCESS PREPAYMENT INTEREST\nSHORTFALLS TO LOAN-SPECIFIC CERTIFICATES AND RELATED UNCERTIFICATED INTERESTS RESERVED.] The portion of any such Excess Prepayment Interest\nShortfall with respect to a Trust Subordinate Companion Loan for any Distribution Date so allocated to a related Class of Loan-Specific\nCertificates or deemed allocated to a related Loan-Specific Uncertificated Interest shall be deemed to have first been allocated to the\nCorresponding Trust Subordinate Companion Loan Regular Interest for such Class of Loan-Specific Certificates or Loan-Specific Uncertificated\nInterest, as applicable.\n\n - 355 - \n\n \n\n(k)              \nOn each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts\non deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage Loan\nthat is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding the related\nMaster Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and shall distribute such Excess\nInterest: (i) to the Holders of the Class S Certificates in an amount equal to the Non-Vertically Retained Percentage of such Excess Interest;\nand (ii) to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, *pro rata* based on the Certificate\nBalance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, in an amount equal to the Vertically\nRetained Percentage of such Excess Interest.\n\n(l)                \nA Loan REMIC Regular Interest’s share of all payments made on the related Loan REMIC Held Mortgage Loan (other than any Excess\nInterest, Default Interest and amounts distributable to the related Loan REMIC Residual Interest in accordance with the related REMIC\nDeclaration) shall be deemed to be paid at the time payments are made under the related Loan REMIC Held Mortgage Loan (in the case of\ninterest, at the Mortgage Rate of such Loan REMIC Held Mortgage Loan) and then deposited in the Lower-Tier REMIC before payments are made\nto the Trustee as Holder of the Lower-Tier Regular Interests, and shall be treated as principal, interest and Yield Maintenance Charges,\nas the case may be, based on these characterizations with respect to such Loan REMIC Held Mortgage Loan (or related REO Property), except\nwhere expressly noted and, in addition, any payment of principal on or reduction in the Stated Principal Balance of such Loan REMIC Held\nMortgage Loan shall reduce the principal balance of the related Loan REMIC Regular Interest. Servicing Fees, Trustee/Certificate Administrator\nFees and Operating Advisor Fees with respect to any Loan REMIC Held Mortgage Loan shall be deemed paid by the Lower-Tier REMIC in determining\nthe Net Mortgage Rate of the related Loan REMIC Regular Interest, and all other servicing compensation or unanticipated expenses with\nrespect to such Loan REMIC Held Mortgage Loan payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the\nTrustee or the Operating Advisor shall be deemed payable by the Lower-Tier REMIC. **For the avoidance of doubt, the Trust Fund will not\ninclude any Loan REMIC Held Mortgage Loan or Loan REMIC as of the Closing Date, and there will be no REMIC Declaration, Loan REMIC Regular\nInterest and Loan REMIC Residual Interest with respect to the Trust and no Loan REMIC Residual Distribution Account shall be established.\nAccordingly, all references in this Agreement to “Loan REMIC”, “Loan REMIC Held Mortgage Loan”, “Loan REMIC\nRegular Interest”, “Loan REMIC Residual Interest” and “REMIC Residual Distribution Account” shall be disregarded.**\n\n(m)            \nThe various amounts distributable on any Class of Trust Certificates on any Distribution Date pursuant to multiple subsections\nof, or multiple clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution\nto the Holders of such Class of Trust Certificates on such Distribution Date.\n\n(n)              \n[DISTRIBUTIONS OF RELATED TRUST SUBORDINATE COMPANION LOAN AVAILABLE FUNDS ON LOAN-SPECIFIC CERTIFICATES RESERVED.]\n\n - 356 - \n\n \n\n(o)              \n[DISTRIBUTIONS OF RELATED TRUST SUBORDINATE COMPANION LOAN AVAILABLE FUNDS ON LOAN-SPECIFIC VRR INTEREST RESERVED.]\n\nSection 4.02          \nStatements to Trust Certificateholders and Uncertificated Interest Owner; Certain Reports by the Master Servicer and the Special\nServicer.\n\n(a)               \nBased on loan-level information (including, without limitation, information supplied to the Certificate Administrator in the\nrelated CREFC® Investor Reporting Package (IRP) in accordance with CREFC® guidelines) received from the\nMaster Servicer and any other applicable Persons, on each Distribution Date, the Certificate Administrator shall provide or make available\na report, including reports in substantially the form attached hereto as Exhibit D (the “Distribution Date Statement”),\nsetting forth, among other things, the following information:\n\n(A)            \nthe amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates\nand Loan-Specific Principal Balance Certificates and to each Uncertificated Interest Owner and applied to reduce the respective Certificate\nBalance thereof or the related Uncertificated Interest Balance, as applicable;\n\n(B)             \nthe amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates and Loan-Specific\nCertificates and to each Uncertificated Interest Owner allocable to (A) an Interest Distribution Amount or the VRR Interest Distribution\nAmount (and any comparable interest distribution amounts with respect to the Loan-Specific Certificates and any Loan-Specific Uncertificated\nInterest relating to any particular Trust Subordinate Companion Loan), as applicable, (B) Yield Maintenance Charges and (C) Excess\nInterest;\n\n(C)             \nthe amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;\n\n(D)            \nthe aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and\nthe total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect to each\nMortgage Loan as of the related Determination Date;\n\n(E)             \nthe aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by\nor paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;\n\n(F)              \nthe aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage\nof the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;\n\n - 357 - \n\n \n\n(G)            \nthe number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the\noutstanding Mortgage Loans, at the close of business on the related Determination Date;\n\n(H)            \nas of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B)\ndelinquent two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans but are\nnot delinquent or (F) as to which foreclosure proceedings have been commenced;\n\n(I)               \nthe aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject\nto a bankruptcy proceeding;\n\n(J)               \nwith respect to any Trust Loan as to which the related Mortgaged Property became an REO Property (including with respect to the\nOutside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance of such\nTrust Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised Value and date upon\nwhich the Appraisal was performed;\n\n(K)            \nas to any Trust Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,\nthe Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection\nPeriod and the portion thereof included in the Aggregate Available Funds or any Trust Subordinate Companion Loan Available Funds, as applicable,\nfor such Distribution Date;\n\n(L)             \nwith respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as\nof the close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book value\nof such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other amounts,\nif any, received on such REO Property during the related Collection Period and the portion thereof included in the Aggregate Available\nFunds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal was performed;\n\n(M)           \nwith respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of\nduring the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other amounts,\nif any, received in respect of such REO Property during the related Collection Period, the portion thereof included in the Aggregate Available\nFunds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution Date;\n\n - 358 - \n\n \n\n(N)            \nthe Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates and the VRR Interest\nDistribution Amount (and any comparable interest distribution amount in respect of the Loan-Specific Certificates and any Loan-Specific\nUncertificated Interest relating to any particular Trust Subordinate Companion Loan) for such Distribution Date;\n\n(O)            \nany unpaid Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates (and any unpaid\ncomparable interest distribution amount in respect of each Class of Loan-Specific Certificates) after giving effect to the distributions\nmade on such Distribution Date;\n\n(P)              \nthe Pass-Through Rate for each Class of Non-Vertically Retained Regular Certificates and Loan-Specific Certificates for such\nDistribution Date;\n\n(Q)            \nthe original Certificate Balance, Notional Amount or Uncertificated Interest Balance as of the Closing Date and the Certificate\nBalance, Notional Amount or Uncertificated Interest Balance, as the case may be, of each Class of Regular Certificates and Loan-Specific\nCertificates and each Uncertificated Interest immediately before and immediately after such Distribution Date, separately identifying\nany reduction in the Certificate Balance, Notional Amount or Uncertificated Interest Balance, as the case may be, of each such Class of\nRegular Certificates and Loan-Specific Certificates and each Uncertificated Interest due to applicable Realized Losses;\n\n(R)             \nthe Certificate Factor for each Class of Regular Certificates and Loan-Specific Certificates immediately following such Distribution\nDate;\n\n(S)              \nthe Principal Distribution Amount, the VRR Principal Distribution Amount and the Aggregate Principal Distribution Amount (and any\ncomparable principal distribution amounts with respect to the Loan-Specific Principal Balance Certificates and any Loan-Specific Uncertificated\nInterest relating to any particular Trust Subordinate Companion Loan) for such Distribution Date;\n\n(T)              \nthe aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment\nInterest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;\n\n(U)            \nthe aggregate amount of losses on Mortgage Loans and any Trust Subordinate Companion Loans and Additional Trust Fund Expenses,\nif any, incurred with respect to the Trust Fund during the related Collection Period, and any applicable Realized Losses for the Non-Vertically\nRetained Principal Balance Certificates, the Combined VRR Interest and the Loan-Specific Certificates and any Loan-Specific Uncertificated\nInterest relating to a particular Trust Subordinate Companion Loan, respectively, for such Distribution Date;\n\n - 359 - \n\n \n\n(V)            \nany Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal\nReduction Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;\n\n(W)           \nidentification of any material modification, extension or waiver of a Mortgage Loan;\n\n(X)            \nidentification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable\nMortgage Loan Seller;\n\n(Y)            \nthe identity of the Operating Advisor;\n\n(Z)             \nthe amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property\nRoyalty License Fee paid with respect to such Distribution Date;\n\n(AA)      \nan itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the\nrelated Collection Period;\n\n(BB)       \nthe identity of the Controlling Class;\n\n(CC)       \nthe identity of the Controlling Class Representative and each Loan-Specific Controlling Class Representative;\n\n(DD)      \nsuch additional information as contemplated by Exhibit D to this Agreement; and\n\n(EE)        \nthe information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust\nFund that were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage Loan\nPurchase Agreements.\n\nIn the case of information furnished pursuant\nto subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Trust Certificates\nof each applicable Class and per single Trust Certificate of a specified minimum denomination. The form of any Distribution Date Statement\nmay change over time.\n\nOn each Distribution Date,\nthe Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a Class R Certificate\na copy of the reports made available to the other Trust Certificateholders on such Distribution Date and a statement setting forth the\namounts, if any, actually distributed with respect to the Class R Certificates in respect of the related Trust REMIC on such Distribution\nDate. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided substantially\ncomparable information pursuant to any requirements of the Code as from time to time in force. Subject to any potential liability for\nwillful misconduct, bad faith or negligence under\n\n - 360 - \n\n \n\nSections 6.01, 6.03, 8.01\nor 8.05, as applicable, none of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be\nresponsible for the accuracy or completeness of any information supplied to it by or on behalf of a Mortgagor (or a third party on its\nbehalf), any Mortgage Loan Seller (including the information in the Prospectus), another party to this Agreement or a party to an Outside\nServicing Agreement that is included in any reports, statements, materials or information prepared or provided by it.\n\nThe Certificate Administrator\nshall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of item (vii) below,\nsolely to Trust Certificateholders, Certificate Owners and the Uncertificated Interest Owners, and provided that the Prospectus,\nDistribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings referred to below\n(collectively, the “Public Documents”) will be available to the general public, and provided further that any\nPrivileged Person that is a Borrower Party shall only be entitled to access the Public Documents, except as otherwise provided herein\nwith respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative), the following\nitems (in each case to the extent such items were prepared by or delivered to the Certificate Administrator):\n\n(i)                               the following\n“deal documents”:\n\n(A)            \nthe Prospectus;\n\n(B)             \nthis Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the\nMortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and\n\n(C)             \nCREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;\n\n(ii)                            the following\n“Commission EDGAR filings”:\n\n(A)            \nany reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect\nto the Trust through the EDGAR system;\n\n(iii)                         the following\ndocuments, which shall initially be made available under a tab or heading designated “periodic reports”:\n\n(A)            \nthe Distribution Date Statements;\n\n(B)             \nthe supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®\nInvestor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate Administrator\nhas received such report or file; and\n\n(C)             \nall Operating Advisor Annual Reports;\n\n - 361 - \n\n \n\n(iv)                        the following\ndocuments, which shall be made available under a tab or heading designated “additional documents”:\n\n(A)            \nthe summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section 3.21\nof this Agreement;\n\n(B)             \nany inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to\nthe Certificate Administrator pursuant to Section 3.18 of this Agreement;\n\n(C)             \nany other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;\n\n(D)            \nany documents provided to the Certificate Administrator by the Master Servicer, the Special Servicer or the Depositor directing\nthe Certificate Administrator to post to the “additional documents” tab; and\n\n(E)             \nany notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Mortgage Loan,\nincluding the related CREFC® Appraisal Reduction Template;\n\n(v)                           the following\ndocuments, which shall be made available under a tab or heading designated “special notices”:\n\n(A)            \nnotice of any release based on an environmental release under this Agreement;\n\n(B)             \nnotice of any waiver, modification or amendment of any term of any Mortgage Loan;\n\n(C)             \nnotice of final payment on any Class of Trust Certificates or any Uncertificated Interest;\n\n(D)            \nall notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to Trust\nCertificateholders and the Uncertificated Interest Owners of the termination of the Master Servicer or the Special Servicer;\n\n(E)             \nnotice of termination or resignation of the Master Servicer or the Special Servicer;\n\n(F)              \nnotice of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor\nTrustee or the successor Certificate Administrator, as applicable;\n\n(G)            \nany notice of any request by requisite percentage of Trust Certificateholders for a vote to terminate the Special Servicer pursuant\nto\n\n - 362 - \n\n \n\nSection 6.08(a) of this Agreement,\nthe Operating Advisor pursuant to Section 7.06(b) of this Agreement or the Asset Representations Reviewer pursuant to Section 11.05(b)\nof this Agreement;\n\n(H)            \nany notice to Trust Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the\nrelated report prepared by the Operating Advisor in connection with such recommendation;\n\n(I)               \nnotice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance\nof appointment by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;\n\n(J)               \nnotice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final\nAsset Review Report received by the Certificate Administrator;\n\n(K)            \nany notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal\nbalance of all the Mortgage Loans;\n\n(L)             \nany and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or\nthe Master Servicer’s, the Special Servicer’s, or the Back-Up Advancing Agent’s as the case may be, determination that\nany Advance was (or, if made, would be) a Nonrecoverable Advance;\n\n(M)           \nnotice of the termination of the Trust;\n\n(N)            \nany notice that a Control Termination Event or a Loan-Specific Control Termination Event has occurred or is terminated or that\na Consultation Termination Event, a Loan-Specific Consultation Termination Event, an Operating Advisor Consultation Trigger Event or a\nLoan-Specific Operating Advisor Consultation Trigger Event has occurred;\n\n(O)            \nany notice of the occurrence of an Operating Advisor Termination Event;\n\n(P)              \nany notice of the occurrence of an Asset Representations Reviewer Termination Event;\n\n(Q)            \nany assessments of compliance delivered to the Certificate Administrator;\n\n(R)             \nany attestation reports delivered to the Certificate Administrator;\n\n - 363 - \n\n \n\n(S)              \nany “special notices” required by a Trust Certificateholder or an Uncertificated Interest Owner to be posted on the\nCertificate Administrator’s Website pursuant to Section 5.07;\n\n(T)              \nany Proposed Course of Action Notice; and\n\n(U)            \nany notice provided to the Certificate Administrator by the Depositor, the Master Servicer or the Special Servicer directing the\nCertificate Administrator to post to the “special notices” tab;\n\n(vi)                        the Investor\nQ&A Forum;\n\n(vii)                     solely to Trust\nCertificateholders, Certificate Owners and Uncertificated Interest Owners that are Privileged Persons, the Investor Registry; and\n\n(viii)                  the “Risk\nRetention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor regarding any matter\nrelated to, Regulation RR);\n\nprovided that, with respect to a Control\nTermination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Mortgage Loan, the Certificate\nAdministrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or\nthe notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been\nnotified of such Excluded Mortgage Loan.\n\nNotwithstanding the foregoing,\nall Excluded Information shall be made available under one separate tab or heading designated “Excluded Information” on the\nCertificate Administrator’s Website (and not any of the headings described in items (i) through (viii) above) and\nmade available to Privileged Persons other than any Excluded Controlling Class Holder (unless a loan-by-loan segregation is later\nperformed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling\nClass Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement shall prohibit the Controlling Class Representative\nor any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling\nClass Mortgage Loan with respect to which the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower\nParty and, if such Excluded Information is not available to such Controlling Class Representative or Controlling Class Certificateholder\nvia the Certificate Administrator’s Website, such Controlling Class Representative or Controlling Class Certificateholder that is\nnot a Borrower Party with respect to the related Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable\nrequest) such information in accordance with Section 4.02(e) of this Agreement.\n\nNotwithstanding any of the\nforegoing to the contrary, if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any Mortgage Loan or\nServiced Whole Loan, the Special Servicer shall nevertheless have access to the Certificate Administrator’s Website; provided,\nthat the Special Servicer hereby agrees not to access, and is not permitted to access, Excluded Special Servicer Information with respect\nto any Excluded Special Servicer\n\n - 364 - \n\n \n\n \n\nMortgage Loan (but shall be permitted to access\nany information with respect to any Mortgage Loan other than any related Excluded Special Servicer Mortgage Loan) made available on the\nCertificate Administrator’s Website or otherwise pursuant to this Agreement. If the Special Servicer acquires knowledge that it\nis a Borrower Party with respect to any Excluded Special Servicer Mortgage Loan, the Special Servicer (i) shall not, directly or indirectly\nprovide any information related to any Excluded Special Servicer Mortgage Loan (which shall include, without limitation, any Excluded\nInformation related to such Excluded Special Servicer Mortgage Loan) to (A) any related Borrower Party, (B) any employees or personnel\nof the Special Servicer or any of its Affiliates involved in the management of any investment in any related Borrower Party or the related\nMortgaged Property or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership\ninterest in any related Borrower Party or the related Mortgaged Property, and (ii) shall maintain sufficient internal controls and appropriate\npolicies and procedures in place in order to comply with the obligations described in clause (i) above. Notwithstanding any provision\nto the contrary herein, the Certificate Administrator shall not have any obligation to restrict access by the Special Servicer or any\nExcluded Mortgage Loan Special Servicer to any information on the Certificate Administrator’s Website related to any Excluded Special\nServicer Mortgage Loan.\n\nAny Person that is a Borrower\nParty shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative or a Controlling\nClass Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special\nServicer, the Operating Advisor, the Certificate Administrator and the Trustee, in physical form (or in the case of delivery to the Master\nServicer, the Special Servicer, the Operating Advisor or the Trustee) by electronic mail or (solely in the case of delivery to the Certificate\nAdministrator) by electronic submission through the Certificate Administrator’s Website, of an Investor Certification substantially\nin the form of Exhibit M-1C and a notice in the form of Exhibit M-1F hereto certifying to the effect that\nit is an Excluded Controlling Class Holder and upon delivery to the Certificate Administrator in physical form or by electronic mail of\nan investor certification substantially in the form of Exhibit M-1G, which shall include each of the CTSLink Login User\nID associated with such Excluded Controlling Class Holder, all information (other than Excluded Information related to the Excluded Controlling\nClass Mortgage Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such\naccess shall only be prohibited with respect to the Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party))\navailable on the Certificate Administrator’s Website.\n\nIn the case of the Controlling\nClass Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor\ncertification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not an Excluded Controlling\nClass Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall be entitled to access all information\non the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator\nand Trustee may each rely on (i) an Investor Certification in the form of Exhibit M-1B hereto from the Controlling Class\nRepresentative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder with\nrespect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification in the form of Exhibit M-1C\nhereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such\n\n - 365 - \n\n \n\nPerson is an Excluded Controlling Class Holder\nwith respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the Controlling Class Representative or a Controlling\nClass Certificateholder, as the case may be, becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the\nMaster Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in\nthe form of Exhibit M-1F to the effect that such party is an Excluded Controlling Class Holder with respect to the Excluded\nControlling Class Mortgage Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in\nthe form of Exhibit M-1G listing the CTSLink Login User ID associated with such Excluded Controlling Class Holder and\ndirecting 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. Upon confirmation from the Certificate Administrator that such access has been\nrestricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit M-1C\n(which certification shall include, among other things, an acknowledgement and agreement by such Excluded Controlling Class Holder that\nit is prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information with respect to any Excluded\nControlling Class Mortgage Loans for which it is a Borrower Party) to access the information on the Certificate Administrator’s\nWebsite, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded\nControlling Class Mortgage Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which\ncase such access shall only be prohibited with respect to the Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower\nParty) made available on the Certificate Administrator’s Website. Any Excluded Information relating to an Excluded Controlling Class\nMortgage Loan that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator\nfor posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via email to *CCTCMBSExcludedInformation@computershare.com*\nin one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan number, and the\nCertificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information on a separate excluded\nloan tab on the Certificate Administrator’s Website (and, if possible at a later time, on a loan-by-loan basis). Notwithstanding\nanything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator\nshall be entitled to conclusively assume that the Controlling Class Representative and all Controlling Class Certificateholders are not\nExcluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate\nAdministrator, as applicable, has received notice from the Controlling Class Representative or a Controlling Class Certificateholder that\nit has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate\nAdministrator shall be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder or\ndisclosure of Excluded Information if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,\nas applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage Loan (including,\nin the case of the summary of any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate Administrator\nfor posting to the Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate\nAdministrator).\n\n - 366 - \n\n \n\nEach of the Master Servicer,\nthe Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification\ndelivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in the form of\nExhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the extent the Controlling\nClass Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information with\nrespect to a related Excluded Controlling Class Mortgage Loan on the Certificate Administrator’s Website or otherwise receives access\nto such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder shall be deemed to have agreed\nthat it (i) will not directly or indirectly provide any information related to the Excluded Controlling Class Mortgage Loan to (A) any\nrelated Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of such Controlling Class Representative\nor Controlling Class Certificateholder, (D) any Affiliate involved in the management of any investment in any related Borrower Party or\nthe related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest\nin any related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in\norder to comply with the obligations described in clause (i) above.\n\nTo the extent a Risk Retention\nConsultation Party or a Combined VRR Interest Owner receives access pursuant to this Agreement to any information relating to an Excluded\nRRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder or owner is a Borrower Party) and/or the related Mortgaged Property\n(which shall include any Major Decision Reporting Package, Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection\nreports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Mortgage Loan Special Servicer and which\nmay include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present\nvalue determination, Collateral Deficiency Amount determination or any Appraisal Reduction Amount calculations, and any Officer’s\nCertificates delivered by the Back-Up Advancing Agent, the Master Servicer or the Special Servicer, supporting any determination that\nany 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), whether on the Certificate Administrator’s Website\nor otherwise, such Risk Retention Consultation Party or such Combined VRR Interest Owner, as applicable, shall be deemed to have agreed\nthat it (i) will not provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk\nRetention Consultation Party or such Combined VRR Interest Owner or any of its Affiliates involved in the management of any investment\nin the related Borrower Party or the related Mortgaged Property or (C) 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 policies\nand procedures in order to comply with the limitations described in clause (i) above. For the avoidance of doubt, any file or report\ncontained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special\nServicer Loan File relating to any such Excluded Mortgage Loan) shall be considered information that is aggregated with information of\nother Mortgage Loans at a pool level. Notwithstanding anything to the contrary in this Agreement, a Risk Retention Consultation Party\nwill be permitted to share with any Combined VRR Interest Owner any Major Decision Reporting Package that such Risk Retention Consultation\nParty has received in connection with the exercise of its consultation rights pursuant to Section 6.09(a).\n\n - 367 - \n\n \n\nThe Certificate Administrator\nmakes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and assumes\nno responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed by the\nCertificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s\nWebsite, the Certificate Administrator may require registration and acceptance of a disclaimer and may require a recipient of any of the\ninformation set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be in the form of a web\npage “click-through”). The Certificate Administrator shall not be liable for the dissemination of information in accordance\nwith this Agreement. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure\nof Excluded Information relating to an Excluded Controlling Class Mortgage Loan to the extent such information was included in the summary\nof any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate Administrator for posting to the\nCertificate Administrator’s Website and not properly identified as relating to an Excluded Controlling Class Mortgage Loan.\n\nThe Certificate Administrator\nshall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s Website of any information\nwith respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement if such Excluded\nControlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.\n\nThe Certificate Administrator\nshall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer\nservice desk at telephone number (866) 846-4526.\n\nThe Certificate Administrator\nmay provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided\nthat (i) the Depositor shall have consented to such alternative means and (ii) Trust Certificateholders, the Uncertificated\nInterest Owners and each of the Serviced Companion Loan Holders shall have received notice of such alternative means (which notice may\nbe given via the Certificate Administrator’s Website).\n\nThe Master Servicer shall\nprepare a separate set of reports, in the same manner and containing substantially similar types of information as described in this Section\n4.02, for the Holders of the Loan-Specific Certificates and the owners of any Loan-Specific Uncertificated Interests relating\nto any particular Trust Subordinate Companion Loan, in each case with respect to such Trust Subordinate Companion Loan and such Loan-Specific\nCertificates and Loan-Specific Uncertificated Interests. The Holders of the Loan-Specific Certificates and the Loan-Specific Uncertificated\nInterest Owners shall be entitled to obtain access to reports and other information applicable to them in a manner substantially similar\nto the procedures described in this Agreement.\n\nAny Person that is a Mortgagor,\na Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to access only the Prospectus,\nDistribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings on the Certificate\nAdministrator’s Website which are being made available to the general public. The provisions in this Section shall not limit\nthe Master Servicer’s\n\n - 368 - \n\n \n\nability to make accessible certain information\nregarding the Trust Loans at a website maintained by the Master Servicer.\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 Trust Certificate or Uncertificated VRR Interest Owner and requests in writing, a statement containing the information\nas to the applicable Class or the Uncertificated VRR Interest set forth in clauses (A), (B) and (C) of the description of Distribution\nDate Statements above, aggregated for such calendar year or applicable portion thereof during which such person was a Trust Certificateholder\nor Uncertificated Interest Owner, together with such other information as the Certificate Administrator deems necessary or desirable,\nor that a Trust Certificateholder, Certificate Owner or Uncertificated Interest Owner reasonably requests, to enable Trust Certificateholders,\nCertificate Owners and the Uncertificated Interest Owner to prepare their tax returns for such calendar year. Such obligation of the Certificate\nAdministrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the\nCertificate Administrator pursuant to any requirements of the Code as from time to time are in force.\n\nThe Certificate Administrator\nshall make the Investor Q&A Forum available only to Privileged Persons. The “Investor Q&A Forum” shall be a\nservice available on the Certificate Administrator’s Website, where Trust Certificateholders and Certificate Owners that are Privileged\nPersons may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statements, (b) the Master Servicer\nor the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made available pursuant to\nthis Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced Mortgage Loans), the Trust Subordinate Companion\nLoans or the related Mortgaged Properties or (c) the Operating Advisor relating to the Operating Advisor Annual Reports or other\nreports prepared by the Operating Advisor or actions by the Special Servicer referenced in such reports (collectively, “Inquiries”),\nand (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.\nUpon receipt of an Inquiry for the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator\nshall forward the Inquiry to the appropriate Person and, in the case of an inquiry relating to an Outside Serviced Mortgage Loan, to the\napplicable party under the related Outside Servicing Agreement, in each case within a commercially reasonable period following receipt\nthereof.\n\nWithin a commercially reasonable\ntime following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer,\nas applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Operating\nAdvisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator. In the case of an Inquiry relating\nto an Outside Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related\nOutside Servicer or the related Outside Special Servicer, as applicable; provided that the Certificate Administrator shall not\nbe responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post\n(within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such Inquiry and the related\nanswer to the Certificate Administrator’s Website. If the Certificate Administrator, the Operating Advisor, the Master Servicer\nor the Special Servicer\n\n - 369 - \n\n \n\ndetermines, 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 Trust Certificateholders and the Uncertificated Interest Owners, (iii) answering any Inquiry would\nbe in violation of applicable law, this Agreement (including requirements in respect of non-disclosure of Privileged Information)\nor the applicable Loan Documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional\ncost or expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable,\n(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception)\nor (vi) answering any Inquiry is otherwise, for any reason, not advisable, then it shall not be required to answer such Inquiry and,\nin the case of the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator\nof such determination. In addition, no party shall post or otherwise disclose any direct communications with any Directing Holder or Consulting\nParty as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the\nevent that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will\nnot be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer,\nthe Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective\nsole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering\nany Inquiry would not be in the best interests of the Trust and/or the Trust Certificateholders, (iii) answering any Inquiry would\nbe in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the\nduties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate\nAdministrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or\n(vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master\nServicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” The\nCertificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto\nthat the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A\nForum will not reflect questions, answers and other communications which are not submitted via the Certificate Administrator’s Website.\nAnswers posted on the Investor Q&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers from\nany of the Depositor, the Underwriters, the Initial Purchasers or any of their respective Affiliates. None of the Underwriters, Initial\nPurchasers, Depositor, any of their respective affiliates or any other person will certify as to the accuracy of any of the information\nposted in the Investor Q&A Forum and no such person will have any responsibility or liability for the content of any such information.\nNo party to this Agreement shall disclose Privileged Information in the Investor Q&A Forum.\n\nThe Certificate Administrator\nshall make the Investor Registry available to any Trust Certificateholder, Certificate Owner or Uncertificated Interest Owner that is\na Privileged Person. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s\nWebsite, where Trust Certificateholders, Certificate Owners and the Uncertificated Interest Owners can register and thereafter obtain\ninformation with respect to any other Trust Certificateholder, Certificate Owner or Uncertificated Interest Owner that has so registered.\nAny person registering to use the Investor Registry will be required to certify that (a) it\n\n - 370 - \n\n \n\nis a Trust Certificateholder, a Certificate\nOwner or an Uncertificated Interest Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact\ninformation available on the Investor Registry for at least 45 days from the date of such certification to other registered Trust\nCertificateholders, registered Certificate Owners and the registered Uncertificated Interest Owners. Such Person shall then be asked to\nenter certain mandatory fields such as the individual’s name, the company name and e-mail address, as well as certain optional\nfields such as address, phone, and Class(es) of Trust Certificates owned. If any Trust Certificateholder, any Certificate Owner or any\nUncertificated Interest Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice\nmay not be within 45 days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry.\nThe Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,\nor for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance\nof a waiver and disclaimer for access to the Investor Registry.\n\nUpon filing with the IRS,\nthe Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust REMIC and\nshall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from time to time such\ninformation and computations with respect to the entries on such forms as any Holder of the Class R Certificates may reasonably request.\n\nThe specification of information\nto be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement requiring or\ncalling for delivery or reporting of information by the Certificate Administrator to Trust Certificateholders, Certificate Owners and\nthe Uncertificated VRR Interest Owner) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator\nis hereby authorized to furnish, to any Privileged Person any other information (such other information, collectively, “Additional\nInformation”) with respect to the Mortgage Loans or Serviced Whole Loans, the Mortgaged Properties or the Trust Fund as\nmay be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner\nfrom time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall\nonly be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or to the extent\nsuch information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate\nthe source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate\nin its sole discretion (together with any warnings as to the confidential nature and/or the uses of such information as it may, in its\nsole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability of\nany such information in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall be entitled\n(but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses incurred in\nconnection with, the collection, assembly, reproduction or delivery of any such Additional Information, and (E) the Certificate Administrator\nshall be entitled to distribute or make available such Additional Information in accordance with such reasonable rules and procedures\nas it may deem necessary or appropriate (which may include the requirement that an agreement that provides such information shall be used\nsolely for purposes of evaluating the investment characteristics or valuation of the Trust Certificates be executed by the recipient,\nif and to the extent the Certificate Administrator deems\n\n - 371 - \n\n \n\nthe same to be necessary or appropriate). Nothing\nherein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish or distribute any Additional\nInformation to any Person in any instance, and the Certificate Administrator shall neither have any liability for furnishing nor for refraining\nfrom furnishing Additional Information in any instance. The Certificate Administrator shall be entitled (but not required) to request\nand receive direction from the Depositor as to the manner of delivery of any such Additional Information, if and to the extent the Certificate\nAdministrator deems necessary or advisable, and to require that any consent, direction or request given to it pursuant to this Section be\nmade in writing.\n\nThe Depositor hereby authorizes\nthe Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions,\nInc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT, LSEG, Intercontinental\nExchange | ICE Data Services, KBRA Analytics, LLC, DealView Technologies Ltd., Recursion Co, CRED iQ, Green Street Advisors, LLC or such\nother vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form of Exhibit M-3\nto this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available\npursuant to this Section 4.02(a) to Privileged Persons.\n\n(b)              \nNo later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),\nthe Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special Servicer\nin electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer and the Master Servicer\nthe following reports or information (and any other files as may be, or have been, adopted and promulgated by CREFC® as\npart of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC® REO Status Report,\n(2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (3) CREFC®\nTotal Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines, (5) the CREFC®\nFinancial File, (6) the CREFC® Property File, (7) except for the first two Distribution Dates, the CREFC®\nComparative Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report, (9) the CREFC®\nAdvance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.\n\nWith respect to each Serviced\nCompanion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause to be delivered to the related\nOther Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator pursuant to this Section 4.02(b)\n(which shall include all loan-level reports constituting the CREFC® Investor Reporting Package (IRP)), to the extent related to\nsuch Serviced Companion Loan, the related Mortgaged Property or the related Mortgage Note, no later than the earlier of (x) the Master\nServicer Remittance Date and (y) the Business Day immediately following the “determination date” (or analogous concept) set\nforth in the related Other Pooling and Servicing Agreement.\n\nNo later than the Business\nDay prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate\nAdministrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report for each\nTrust Loan or related Mortgaged Property as of the Determination Date immediately\n\n - 372 - \n\n \n\npreceding the preparation of such report for\neach of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver,\nor otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date; (b) each\nof the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s possession);\nand (c) the “base year” (representing the original analysis of information used as of the Cut-Off Date).\n\nThe Master Servicer shall\nprovide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m. on the third Business\nDay before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets (with the\ndata fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC® Loan Setup\nFile.\n\nNo later than 2:00 p.m.,\nNew York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator\n(i) a CREFC® Loan Periodic Update File setting forth certain information with respect to the Trust Loans and Mortgaged\nProperties and (ii) the CREFC® Appraisal Reduction Template, to the extent received, or prepared pursuant to Section 3.10(a)\nof this Agreement, by the Master Servicer.\n\nThe Master Servicer shall\nprepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic Update File based on the\ninitial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Mortgage Loan Purchase\nAgreements.\n\nNot later than 5:00 p.m.\n(New York City time) on each Distribution Date beginning July 2026, the Master Servicer shall deliver to the Certificate Administrator\n(and the Certificate Administrator shall deliver a copy to Depositor by email to the Depositor’s email addresses set forth in Section\n12.04) a single CREFC® Schedule AL File (with respect to each Mortgage Loan that was part of the Mortgage Pool during\nany portion of the related reporting period covered by the Form 10-D required to be filed with respect to the subject Distribution\nDate pursuant to Section 10.04) and the related Schedule AL Additional File, in each case, in EDGAR-Compatible Format\nand Excel format; provided, however, that the Master Servicer shall have no obligation to prepare or deliver the CREFC®\nSchedule AL File or the Schedule AL Additional File unless and until the Master Servicer receives the Initial Schedule AL File and the\nInitial Schedule AL Additional File from the Depositor in EDGAR-Compatible Format and Excel format; and provided, further,\nthat, if the Master Servicer has not received the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor\nprior to the time it would need the Initial Schedule AL File and the Initial Schedule AL Additional File in order for the Master Servicer\nto prepare the CREFC® Schedule AL File with respect to the first Distribution Date, the Master Servicer shall request the\nInitial Schedule AL File and the Initial Schedule AL Additional File from the Depositor, including by email to the email addresses for\nthe Depositor set forth in Section 12.04. If the CREFC® Schedule AL File is not provided by the Master Servicer\nto the Certificate Administrator by 5:00 p.m. (New York City time) on any Distribution Date, the Certificate Administrator shall\nnotify the Depositor in writing and also request such CREFC® Schedule AL File from the Master Servicer via email to *NoticeAdmin@pnc.com*.\nAny questions that the Depositor may have relating to any CREFC® Schedule AL File and Schedule AL Additional File prepared\nby the Master Servicer shall be directed to *NoticeAdmin@pnc.com*. The\n\n - 373 - \n\n \n\nMaster Servicer shall be entitled to conclusively\nrely, absent manifest error, without any due diligence, investigation or verification, on the content, completeness and accuracy of the\nInitial Schedule AL File, the Initial Schedule AL Additional File and Annex A to the Prospectus, in each case, as of the Closing Date.\nAny Schedule AL Additional File that the Master Servicer determines, in accordance with the Servicing Standard, to deliver in connection\nwith any CREFC® Schedule AL File prepared by the Master Servicer pursuant to this paragraph shall be delivered in EDGAR-Compatible\nFormat and in Excel format to the Certificate Administrator concurrently with the delivery of the related CREFC® Schedule\nAL File. With respect to each Outside Serviced Mortgage Loan, the Master Servicer shall include the analogous CREFC® Schedule\nAL File and/or Schedule AL Additional File, as applicable, information that it receives from the related Outside Servicer under the applicable\nOutside Servicing Agreement in the single CREFC® Schedule AL File and/or Schedule AL Additional File, as applicable, that\nit delivers to the Certificate Administrator for the subject Distribution Date.\n\nThe Special Servicer shall\npromptly notify the Master Servicer (with a copy to the Depositor and the Certificate Administrator) in writing (which notification may\nbe in the form of electronic mail, but must be separate and apart from notification contained within CREFC reports prepared by the Special\nServicer) following the Special Servicer’s entry into a forbearance agreement (or any agreement similar thereto) with respect to\na Mortgage Loan. Such notification shall identify the subject Mortgage Loan and instruct the Master Servicer to make appropriate adjustments\nto the Schedule AL File in accordance with Section 4.02(b) of this Agreement. The Master Servicer shall promptly notify the Depositor\nand the Certificate Administrator in writing (which notification may be in the form of electronic mail) following the Master Servicer’s\nentry into a forbearance agreement (or any agreement similar thereto) with respect to a Mortgage Loan. With respect to any Mortgage Loan\nas to which that the Master Servicer receives notice that such Mortgage Loan has become subject to, or as to which the Master Servicer\nhas entered into, a forbearance agreement (or any agreement similar thereto) during the reporting period covered by any CREFC®\nSchedule AL File prepared by the Master Servicer, the Master Servicer shall so notify the Certificate Administrator and the Depositor\nin writing (which notification may be in the form of electronic mail) and the Master Servicer shall include as part of such CREFC®\nSchedule AL File the appropriate code designations indicating (or to the extent such information cannot be sufficiently indicated via\nan available code designation, a contemporary explanatory note in the related Schedule AL Additional File indicating) that such Mortgage\nLoan is in forbearance, and if such Mortgage Loan is reported in such CREFC® Schedule AL File as “current”\nduring the applicable forbearance period, the Master Servicer shall include a contemporary explanatory note in the related Schedule AL\nAdditional File to reflect that the related Mortgagor is in compliance with such forbearance agreement or similar agreement..\n\nIn addition, the Master Servicer\n(with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable,\nshall prepare the following with respect to each Mortgaged Property and REO Property, in each case other than with respect to any Outside\nServiced Mortgage Loan:\n\n(i)                               Within 30 days\nafter receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect to the calendar quarter\nending September 30, 2026, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor\nis required by the related Loan Documents to deliver and does\n\n - 374 - \n\n \n\ndeliver, or otherwise agrees to provide\nand does provide, such information) for such Mortgaged Property or REO Property as of the end of such calendar quarter; provided,\nhowever, that any analysis or report with respect to the first calendar quarter of each year shall not be required to the extent\nprovided in the then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC®\nguidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged\nProperty unless such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Serviced Trust Loan is on the\nCREFC® Servicer Watch List); and\n\n(ii)                            Within 30 days\nafter receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer (with respect\nto Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect to the calendar year ending December\n31, 2026, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Loan\nDocuments to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation\nto “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing\nthe CREFC® Comparative Financial Status Report above.\n\nThe Master Servicer (with respect to Performing\nServiced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver to the\nCertificate Administrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer\nfor the related Other Securitization Trust on its behalf) by electronic means the CREFC® Operating Statement Analysis Report\nupon request. With respect to a CREFC Operating Statement Analysis Report related to a Serviced Loan secured by a portfolio of Mortgaged\nProperties, such report may be prepared on a consolidated basis with respect to such portfolio of Mortgaged Properties. The Special Servicer\nshall deliver to the Master Servicer each CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment\nWorksheet prepared by the Special Servicer under this Section 4.02. Upon request, the Master Servicer shall deliver to the Certificate\nAdministrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer for the\nrelated Other Securitization Trust on its behalf) by electronic means the CREFC® Operating Statement Analysis Reports and\nCREFC® NOI Adjustment Worksheets prepared by the Master Servicer or received from the Special Servicer under this Section\n4.02. Notwithstanding anything to the contrary contained herein, with respect to any Serviced Loan related to any Significant Obligor,\nthe Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and\nREO Properties) shall be required to complete (and, in the case of the Special Servicer, to deliver to the Master Servicer) any CREFC\nfiles, reports and/or templates necessary in order to comply with (or, in the case of the Special Servicer, to facilitate compliance with)\nthe Master Servicer’s obligations under Section 10.11 of this Agreement and the Exchange Act filing obligations of the\nDepositor and/or any Other Depositor, as applicable, with respect to such Significant Obligor.\n\nThe Certificate Administrator\nshall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5\nInformation Provider’s Website pursuant to Section 12.13 of this Agreement), to each Trust Certificateholder,\n\n - 375 - \n\n \n\nto each party hereto, to any Underwriter and/or\nto any Initial Purchaser and to each Person that provides the Certificate Administrator with an Investor Certification a copy of the CREFC®\nOperating Statement Analysis Report and CREFC® NOI Adjustment Worksheet most recently performed by the Master Servicer\nwith respect to any Mortgage Loan or Serviced Whole Loan and delivered to the Certificate Administrator.\n\nUpon request (and in any\nevent, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to the Collection\nAccount), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special servicer for the related\nOther Securitization Trust on its behalf (as to the related Whole Loan Custodial Account) and, for posting to the Rule 17g-5\nInformation Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider\na statement, setting forth the status of the Collection Account and each Whole Loan Custodial Account as of the close of business on such\nMaster Servicer Remittance Date, stating that all remittances to the Certificate Administrator required by this Agreement to be made by\nthe Master Servicer have been made (or, in the case of any such required remittance that has not been made by the Master Servicer, specifying\nthe nature and status thereof) and showing, for the period from the preceding Master Servicer Remittance Date (or, in the case of the\nfirst Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer Remittance Date, the aggregate of deposits into\nand withdrawals from the Collection Account and each Whole Loan Custodial Account for each category of deposit specified in Section 3.05(a)\nor 3.05A(a), as applicable, of this Agreement and each category of withdrawal specified in Section 3.06 of this Agreement.\nThe Master Servicer shall also deliver to the Certificate Administrator and (solely as to a Serviced Whole Loan) the related Serviced\nCompanion Loan Holder, upon reasonable request of the Certificate Administrator or any Serviced Companion Loan Holder, any and all additional\ninformation relating to the Mortgage Loans or Serviced Whole Loans in the possession of the Master Servicer (which information shall be\nbased upon reports delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced Loans and REO Properties).\n\nFurther, the Master Servicer\nshall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master Servicer\nreasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform its obligations\nunder this Agreement with respect to those Trust Loans serviced by the Master Servicer.\n\nThe obligation of the Master\nServicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer having received\nfrom the Special Servicer in a timely manner the related reports and information in the possession of the Special Servicer necessary or\nrequired to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not be responsible for the accuracy\nor content of any report, document or information furnished by the Special Servicer to the Master Servicer pursuant to this Agreement\nand accepted by the Master Servicer in good faith pursuant to this Agreement.\n\nThe obligation of the Special\nServicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer having received\nfrom the Master Servicer in a timely manner the related reports and information in the possession of the Master Servicer necessary or\nrequired to enable the Special Servicer to prepare and deliver such reports.\n\n - 376 - \n\n \n\nThe Special Servicer shall not be responsible\nfor the accuracy or content of any report, document or information furnished by the Master Servicer to the Special Servicer pursuant to\nthis Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.\n\nWith respect to an Outside\nServiced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons\nas described above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b),\nwith reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under\nthe applicable Outside Servicing Agreement.\n\n(c)               \nNot later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,\nfor each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a CREFC®\nSpecial Servicer Loan File and CREFC® Special Servicer Property File. The Special Servicer shall also deliver to the Certificate\nAdministrator, upon the reasonable written request of the Certificate Administrator, any and all additional information in the possession\nof the Special Servicer relating to the Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside\nServiced Mortgage Loan).\n\nThe Special Servicer shall\ncooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special Servicer reasonably\nrequested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform its obligations under this\nAgreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property related to an Outside Serviced Mortgage\nLoan).\n\nThe Master Servicer may make\navailable to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement. The Master\nServicer may make information concerning the Mortgage Loans or Serviced Whole Loans available on any website that it has established.\n\nWith respect to an Outside\nServiced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the extent\nreceived from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as described above\nin this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c), with\nreasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under the related\nOutside Servicing Agreement.\n\nUpon the reasonable request\nof (i) any Trust Certificateholder, Certificate Owner or Uncertificated Interest Owner that has delivered an appropriate Investor Certification\nor (ii) any other Privileged Person so identified by a Trust Certificateholder, a Certificate Owner, an Uncertificated Interest Owner\nor an Underwriter, the Master Servicer shall provide (or forward electronically) at the expense of such Privileged Person, Trust Certificateholder,\nCertificate Owner or Uncertificated Interest Owner, as applicable, copies of any appraisals, operating statements, rent rolls and financial\nstatements obtained by the Master Servicer; provided that in no event shall an Excluded Controlling Class Holder be entitled to Excluded\nInformation with respect to an\n\n - 377 - \n\n \n\nExcluded Controlling Class Mortgage Loan with\nrespect to which it is a Borrower Party; and provided, further, that no Trust Certificateholders, Certificate Owners or Uncertificated\nInterest Owner shall be given access to or be provided copies of, any Mortgage Files or Diligence Files except, solely with respect to\nMortgage Files, as otherwise provided in Section 8.11(b) of this Agreement. In connection with such request, the Master Servicer\nmay require (1) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to\nthe Master Servicer, generally to the effect that (a) such Person will keep such information confidential and will use such information\nonly for the purpose of analyzing asset performance and evaluating any continuing rights the Trust Certificateholder, Certificate Owner\nor Uncertificated Interest Owner may have under this Agreement and (b) if the requesting party is neither a Trust Certificateholder nor\na Certificate Owner and is not an Uncertificated Interest Owner, such Person is Privileged Person, and (2) payment of a sum sufficient\nto cover the reasonable costs and expenses of providing copies of such reports or information (which amounts in any event are not reimbursable\nas Additional Trust Fund Expenses), except that, other than for extraordinary or duplicate requests, any Directing Holder or Consulting\nParty (other than the holder of a Serviced Companion Loan held outside the Trust or its representative) will be entitled to reports and\ninformation free of charge. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports or Final Asset Status\nReports available to any Trust Certificateholders, any Certificate Owners or any Uncertificated Interest Owner on its website. None of\nthe parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator\n(provided that the Special Servicer shall provide a summary of each Final Asset Status Report to the Certificate Administrator\npursuant to Section 3.21(b)). If the Certificate Administrator receives any Asset Status Report or any Final Asset Status Report,\nthe Certificate Administrator shall not provide any such Asset Status Report or any Final Asset Status Report to any Certificateholder,\nany Certificate Owner or any Uncertificated Interest Owner and shall not post any such Asset Status Report or any Final Asset Status Report\nto the Certificate Administrator’s Website. As an alternative to providing copies of any information as contemplated by this paragraph,\nthe Master Servicer may, consistent with the terms above and the other terms of this Agreement, provide access to such information on\nits website at no expense to the requesting party.\n\n(d)              \nThe Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty\nLicense Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the\nCollection Account. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE Finance Council”\nand delivered by wire transfer pursuant to instructions provided by CREFC® to the Master Servicer.\n\n(e)               \nUpon the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that, in either\ncase, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified to the Master Servicer’s\n(in the case of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction\n(at the expense of the Controlling Class Representative or such Controlling Class Certificateholder) and if such information is in the\nMaster Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer, shall provide\nor make available (or forward electronically) to the Controlling Class Representative or such Controlling Class Certificateholder, as\napplicable, (at the expense of the Controlling Class\n\n - 378 - \n\n \n\nRepresentative or such Controlling Class Certificateholder,\nas applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not\naccessible to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, through the Certificate\nAdministrator’s Website because the Controlling Class Representative or such Controlling Class Certificateholder, as applicable,\nis an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Mortgage Loan) relating to any Excluded Controlling\nClass Mortgage Loan with respect to which the Controlling Class Representative or such Controlling Class Certificateholder, as applicable,\nis not a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may require a written\nconfirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special\nServicer, generally to the effect that such Person is the Controlling Class Representative or a Controlling Class Certificateholder, will\nkeep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively\nrely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Controlling\nClass Representative or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of\nExhibit M-1C that such Controlling Class Representative or Controlling Class Certificateholder is not an Excluded Controlling\nClass Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(e)\nshall include any applicable Excluded Mortgage Loan Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).\n\n(f)               \nFor the purposes of obtaining information and notices (including access to information and notices on the Certificate Administrator’s\nWebsite) pursuant to this Section 4.02, in the case of a Whole Loan with a related Directing Holder or Consulting Party (other\nthan the Controlling Class Certificateholder and other than a Risk Retention Consultation Party), such Directing Holder or Consulting\nParty, as applicable, shall also be required to certify in the applicable Investor Certification whether it is or is not a borrower party,\nborrower restricted party, restricted holder or any other analogous concept applicable to such party under the related Co-Lender Agreement,\nand references to “Borrower Party” shall also be deemed to refer to a “borrower party”, “borrower restricted\nparty”, “restricted holder” or any other analogous concept under the related Co-Lender Agreement.\n\nSection 4.03          \nCompliance With Withholding Requirements.\n\n(a)               \nNotwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements\nwith respect to payments to Trust Certificateholders and Uncertificated Interest Owners of interest or original issue discount that the\nPaying Agent reasonably believes are applicable under the Code. The consent of Trust Certificateholders and/or Uncertificated Interest\nOwners shall not be required for any such withholding. In the event the Paying Agent or its agent withholds any amount from interest or\noriginal issue discount payments or advances thereof to any Trust Certificateholder or Uncertificated Interest Owners pursuant to federal\nwithholding requirements, the Paying Agent shall indicate the amount withheld to such Trust Certificateholder or such Uncertificated Interest\nOwner. Any amount so withheld shall be treated as having been distributed to such Trust Certificateholder or such Uncertificated Interest\nOwner for all purposes of this Agreement.\n\n - 379 - \n\n \n\n(b)              \nEach Certificate Owner, Trust Certificateholder and Uncertificated Interest Owner, by the purchase of a Trust Certificate or an\nUncertificated Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Uncertificated\nInterest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate\nOwner, each such Trust Certificateholder and each such Uncertificated Interest Owner further agrees, upon request, to provide any certifications\nthat may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes\nand understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Trust\nCertificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if\na payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such\npayment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient\nshall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed\nby the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code\n(including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent,\nthe Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient\nhas complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment.\nFor these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations\nthereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder\nas a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into\npursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.\n\nSection 4.04          \nREMIC Compliance.\n\n(a)               \nThe parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to\nqualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and\nthe provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator\nshall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each Trust REMIC and shall\non behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee shall timely execute) and\nfile, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar year as the taxable year for\neach Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state or local income tax laws; (ii) make\nan election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for its first taxable year ending December\n31, 2026, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trust\nCertificateholders (other than the Holders of the Class S Certificates), the Uncertificated Interest Owners and the IRS and applicable\nstate and local tax authorities all information reports as and when required to be provided to them in accordance with the REMIC Provisions\nof the Code; (iv) if the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through\n(iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each\n\n - 380 - \n\n \n\nTrust REMIC as a REMIC or is otherwise required\nby the Code, prepare, sign and file or distribute, or cause to be prepared and signed and filed or distributed, such documents with or\nto such Persons when and as required by the REMIC Provisions or the Code or comparable provisions of state and local law; (v) obtain\na taxpayer identification number for the Upper-Tier REMIC, the Lower-Tier REMIC and, if applicable, any Trust Subordinate Companion\nLoan REMIC on IRS Form SS-4, and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on IRS\nForm 8811 or as otherwise may be required by the Code, the name, title and address of the Person that the holders of the Trust Certificates\nand the Uncertificated Interest Owners may contact for tax information relating thereto (and the Certificate Administrator shall act as\nthe representative of each Trust REMIC for this purpose; and the Trustee shall execute as needed the related IRS Form SS-4 and IRS Form\n8811), together with such additional information as may be required by such IRS Form, and shall update such information at the time or\ntimes and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any information\nreasonably requested by the Master Servicer or the Certificate Administrator and necessary to make such filing); and (vi) maintain\nsuch records relating to each Trust REMIC as may be necessary to prepare the foregoing returns, schedules, statements or information,\nsuch records, for federal income tax purposes, to be maintained on a calendar year and on an accrual basis. The Certificate Administrator\nshall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely\non the information contained therein and is hereby directed to execute such IRS Form W-9.\n\nThe Certificate Administrator\nshall be the “partnership representative” of each Trust REMIC (within the meaning of Code Section 6223, to the extent\nsuch provision is applicable to the Trust REMICs). The Certificate Administrator shall make any elections allowed under the Code (i) to\navoid the application of Section 6221 of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust\nREMIC under Section 6225 of the Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be\nimposed on any holder of any residual interest of any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class\nR Certificates, by acceptance thereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as\n“partnership representative” of each Trust REMIC that can be designated under the Code.\n\nThe Certificate Administrator\nshall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties if, in\ntaking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may be) would\ncause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than a tax on income expressly\npermitted or contemplated to be received by the terms of this Agreement).\n\nNotwithstanding any provision\nof this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take any action\nthat the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement, nor shall the\nCertificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized by any other\nprovision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect to any act or omission\nof the Depositor or the Master Servicer which does not enable the Certificate Administrator to comply with any of clauses (i) through\n(vi) of the third preceding paragraph or\n\n - 381 - \n\n \n\nwhich results in any action contemplated by\nclauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow\nthe occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking\nsuch action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that such\noccurrence would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the corporate\ntax rate on net income from foreclosure property), or (c) cause any Trust REMIC to fail to qualify as a REMIC for federal income\ntax purposes; (ii) not allow a Trust REMIC to receive income from the performance of services or from assets not permitted under\nthe REMIC Provisions to be held by such Trust REMIC (provided, however, that the receipt of any income expressly permitted\nor contemplated by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the creation of\nany “interests,” within the meaning of the REMIC Provisions, (A) in the Upper-Tier REMIC other than the Regular Certificates,\nthe Loan-Specific Certificates, the Uncertificated Interests and the Upper-Tier Residual Interest, or (B) in the Lower-Tier REMIC\nother than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest or (C) in any Trust Subordinate Companion Loan\nREMIC other than the related Trust Subordinate Companion Loan Regular Interests and the related Trust Subordinate Companion Loan Residual\nInterest. None of the Trustee, the Master Servicer, the Special Servicer or the Depositor shall be responsible or liable for any failure\nby the Certificate Administrator to comply with the provisions of this Section 4.04. The Depositor, the Master Servicer and\nthe Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying any information within the Depositor’s,\nthe Master Servicer’s or the Special Servicer’s control (other than any confidential information) that is reasonably\nnecessary to enable the Certificate Administrator to perform its duties under this Section 4.04.\n\n(b)              \nThe following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating\nthe original yield to maturity and original issue discount with respect to the Regular Certificates, the Loan-Specific Certificates and\nthe Uncertificated Interests: (i) each Trust Loan will pay principal and interest in accordance with its terms and scheduled payments\nwill be timely received on their Due Dates, provided that the Mortgage Loans in the aggregate will prepay in accordance with the\nPrepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, the Depositor and the Class R Certificateholder will\nexercise the right described in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no\nTrust Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.\n\nSection 4.05          \nImposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional\namounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with respect\nto the Regular Certificates, the Loan-Specific Certificates, the Uncertificated Interests and the Class R Certificates; provided\nthat any taxes imposed on any net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed\nby a state or local jurisdiction shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with\nrespect to the REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account\nand transfer to the Certificate Administrator for deposit into the Distribution Accounts amounts reasonably determined by the Certificate\nAdministrator to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special Servicer the excess determined\nby the Certificate Administrator from time to time of the amount in excess\n\n - 382 - \n\n \n\nof the amount necessary to pay such taxes);\nprovided that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be\nretained from Aggregate Available Funds or the applicable Trust Subordinate Companion Loan Available Funds, as applicable, as provided\nin Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided in the preceding sentence, the Certificate\nAdministrator is hereby authorized to and shall retain or cause to be retained from the Distribution Account in determining the amount\nof Aggregate Available Funds or the applicable Trust Subordinate Companion Loan Available Funds, as applicable, sufficient funds to pay\nor provide for the payment of, and to actually pay, such tax as is legally owed by the applicable Trust REMIC (but such authorization\nshall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund, any such tax in appropriate proceedings,\nand withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby\nauthorized to and shall segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income\nfrom any “prohibited transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust\nREMIC after the Startup Day that is subject to tax under Code Section 860G(d) and use such income or amount, to the extent necessary,\nto pay such tax (and return the balance thereof, if any, to the related Distribution Account). To the extent that any such tax is paid\nto the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of the\nClass R Certificates in respect of the related residual interest and shall distribute such retained amounts to the Holders of Non-Vertically\nRetained Regular Certificates in respect of such Certificates, to the Holders of the Class VRR Certificates in respect of such Certificates,\nto the Holders of the Loan-Specific Certificates in respect of such Loan-Specific Certificates and each Uncertificated Interest Owner\nin respect of its Uncertificated Interest or to the Certificate Administrator in respect of the Lower-Tier Regular Interests or the\nTrust Subordinate Companion Loan Regular Interests, as applicable, until they are fully reimbursed and then to the Holders of the Class\nR Certificates in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator\nor the Trustee shall be responsible for any taxes imposed on a Trust REMIC except to the extent such tax is attributable to a breach of\na representation or warranty of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or an act or omission\nof the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention of this Agreement in both\ncases, provided, further, that such breach, act or omission could result in liability under Section 6.03*,*in\nthe case of the Master Servicer or the Special Servicer, as applicable, or Section 4.04 or Section 8.01, in the case of\nthe Certificate Administrator or the Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master\nServicer or the Special Servicer shall not be responsible for the Certificate Administrator’s, the Authenticating Agent’s,\nthe Certificate Registrar’s, the Paying Agent’s or the Trustee’s breaches, acts or omissions, and the Trustee shall\nnot be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer, the Special Servicer, the\nAuthenticating Agent, the Certificate Registrar or the Paying Agent, and the Certificate Administrator shall not be responsible for the\nbreaches, acts or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if a different entity than the\nCertificate Administrator, the Authenticating Agent, the Certificate Registrar or the Paying Agent.\n\n - 383 - \n\n \n\nSection 4.06          \nRemittances; P&I Advances.\n\n(a)               \nOn the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:\n\n(i)                               remit to the Certificate\nAdministrator (A) for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Yield Maintenance Charges applicable\nto the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection Period relating to such Distribution\nDate (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the close of business on the Business\nDay immediately preceding the applicable Master Servicer Remittance Date and not previously so remitted to the Certificate Administrator),\nand (B) for deposit in the related Trust Subordinate Companion Loan REMIC Distribution Account an amount equal to the Yield Maintenance\nCharges applicable to any Trust Subordinate Companion Loan received by the Master Servicer during the Collection Period relating to such\nDistribution Date;\n\n(ii)                            remit to the\nCertificate Administrator (A) for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Aggregate Available Funds\napplicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and any Initial Interest Deposit Amounts and\nWithheld Amounts applicable to the Mortgage Loans to be transferred from the related Interest Reserve Account), and (B) for deposit in\nthe related Trust Subordinate Companion Loan REMIC Distribution Account an amount equal to the Trust Subordinate Companion Loan Available\nFunds applicable to any Trust Subordinate Companion Loan (other than the amounts referred to in clause (iv) below and any Initial Interest\nDeposit Amounts and Withheld Amounts applicable to such Trust Subordinate Companion Loan to be transferred from the related Interest\nReserve Account);\n\n(iii)                         remit to CREFC®\nthe CREFC® Intellectual Property Royalty License Fee;\n\n(iv)                        make a P&I\nAdvance (A) with respect to the Certificates and the Uncertificated VRR Interest by remittance to the Certificate Administrator for deposit\ninto the Lower-Tier REMIC Distribution Account, in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage\nLoan (including any Outside Serviced Mortgage Loan, any REO Mortgage Loan and any Mortgage Loan related to a Whole Loan, but not a Companion\nLoan) to the extent such amounts were not received by the Master Servicer on such Mortgage Loan as of the close of business on the Determination\nDate (without regard to any grace period) in the same month as (or, in the case of an Outside Serviced Mortgage Loan, was not received\nby the Master Servicer on such Mortgage Loan as of the close of business on the Business Day immediately preceding) such Master Servicer\nRemittance Date), and (B) with respect to the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to any\nparticular Trust Subordinate Companion Loan by remittance to the Certificate Administrator for deposit into the related Trust Subordinate\nCompanion Loan REMIC Distribution Account, in an amount equal to the Applicable Monthly Payment for such Trust Subordinate Companion\nLoan to the extent such amount was not received by the Master Servicer on such Trust Subordinate\n\n - 384 - \n\n \n\nCompanion Loan as of the close of business\non the Determination Date (without regard to any grace period) in the same month as such Master Servicer Remittance Date, except that,\nin each case, the portion of any such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for\neach such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, shall not be remitted to the Certificate Administrator but\nshall instead be remitted to CREFC® and (other than with respect to any Trust Subordinate Companion Loan) the portion of\nsuch P&I Advance equal to the Asset Representations Reviewer Ongoing Fee, the Operating Advisor Fee or the Trustee/Certificate Administrator\nFee, to the extent the subject fee remains unpaid to the applicable party hereunder, shall be deposited in the Collection Account or the\napplicable Whole Loan Custodial Account, as applicable, for payment to such party;\n\n(v)                           remit to the Certificate\nAdministrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for the related Distribution Date out\nof the amounts from which it is payable;\n\n(vi)                        remit to the\nCertificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess Liquidation Proceeds\nreceived during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer\nas of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously\nso remitted to the Certificate Administrator), if any; and\n\n(vii)                     remit to the\nCertificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date\nthen on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii) through\nSection 3.06(a)(ix) of this Agreement.\n\nNeither the Master Servicer\nnor the Back-Up Advancing Agent shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest\nor Yield Maintenance Charges, or delinquent Monthly Payments on the Companion Loans (other than the Trust Subordinate Companion Loans)\nor any REO Companion Loans (other than any successor REO Companion Loan with respect to any Trust Subordinate Companion Loan). The amount\nrequired to be advanced in respect of delinquent payments of interest on any Mortgage Loan or Trust Subordinate Companion Loan as to which\nan Appraisal Reduction Amount exists will equal the product of (i) the amount otherwise required to be advanced by the Master Servicer\nwith respect to delinquent payments of interest without giving effect to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator\nof which is the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan as of the last day of the related Collection\nPeriod, reduced by such Appraisal Reduction Amount, and the denominator of which is the Stated Principal Balance of such Mortgage Loan\nor Trust Subordinate Companion Loan as of the last day of the related Collection Period. Appraisal Reduction Amounts shall not affect\nthe principal portion of any P&I Advances.\n\nAny amount advanced by the\nMaster Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all purposes of this\nAgreement and the Master\n\n - 385 - \n\n \n\nServicer shall be entitled to reimbursement\n(with interest at the Advance Rate). The Special Servicer shall have no obligation to make any P&I Advance.\n\nThe Certificate Administrator\nshall notify the Master Servicer (and, unless the Certificate Administrator is the Back-Up Advancing Agent, shall also notify the Back-Up\nAdvancing Agent) by telephone if as of 3:00 p.m., New York City time, on the Master Servicer Remittance Date, the Certificate Administrator\nhas not received the amount of a P&I Advance required to be made by the Master Servicer hereunder. If as of 11:00 a.m., New York\nCity time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been made on the related\nMaster Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator shall notify the\nBack-Up Advancing Agent (unless the Certificate Administrator is the Back-Up Advancing Agent), and the Back-Up Advancing Agent (regardless\nof who is acting in such capacity) shall no later than 1:00 p.m., New York City time, on such Business Day deposit into the Lower-Tier\nREMIC Distribution Account, or the applicable Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, in immediately\navailable funds an amount equal to the P&I Advances otherwise required to have been made by the Master Servicer.\n\nNeither the Master Servicer\nnor the Back-Up Advancing Agent shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I\nAdvance is otherwise required to be made by this Section 4.06 if the Master Servicer or the Back-Up Advancing Agent, as applicable,\nor the Special Servicer determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation\nhereunder to make P&I Advances that it has made (or in the case of a determination by the Special Servicer, that the Master Servicer\nor the Back-Up Advancing Agent has made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master Servicer or\nthe Back-Up Advancing Agent that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such\nPerson (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in\nthe case of the Back-Up Advancing Agent, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate\nas set forth in Section 4.06(b). In connection with a determination by the Special Servicer, the Master Servicer or the Back-Up\nAdvancing Agent as to whether a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:\n\n(A)            \nany such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the\nrelated Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider (among other things) the related Mortgaged\nProperties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding\nthe possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other\nthings) future expenses and to estimate and consider (among other things) the timing of recoveries;\n\n(B)             \nany such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination\nthat an Advance is a Nonrecoverable Advance) and may obtain at the expense of the\n\n - 386 - \n\n \n\nTrust Fund any analysis, Appraisals or\nmarket value estimates or other information for such purposes;\n\n(C)             \nthe Special Servicer may, at its option (exercised in its sole discretion), make a determination in accordance with the Servicing\nStandard that any proposed P&I Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable\nAdvance and may deliver to the Master Servicer, the Back-Up Advancing Agent, any applicable Directing Holder and the Controlling Class\nRepresentative if it is an applicable Consulting Party, notice of such determination, which determination shall be conclusive and binding\non the Master Servicer and the Back-Up Advancing Agent;\n\n(D)            \nalthough the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have\nno right to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made)\nby the Master Servicer or the Back-Up Advancing Agent is, or would be, recoverable or (ii) reverse any determination that may have been\nmade by the Master Servicer or the Back-Up Advancing Agent or to prohibit the Master Servicer or the Back-Up Advancing Agent from making\na determination that a P&I Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not\nbe construed to limit the Special Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to\nbe made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;\n\n(E)             \nany non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06\nwith respect to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination\nby the Special Servicer) and the Back-Up Advancing Agent;\n\n(F)              \nthe Master Servicer shall provide notice to the Back-Up Advancing Agent on or prior to the Master Servicer Remittance Date of any\nsuch non-recoverability determination made by the Master Servicer on or prior to such date;\n\n(G)            \nthe Back-Up Advancing Agent shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer\nthat a P&I Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed\nto make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would be\na Nonrecoverable Advance, the Back-Up Advancing Agent shall make such advance within the time periods required by this Section 4.06\nunless the Back-Up Advancing Agent, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard,\nmakes a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;\n\n - 387 - \n\n \n\n(H)            \nthe Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer\nthe Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or required\nto be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable P&I Advance,\nand if the Special Servicer determines that such P&I Advance is a Nonrecoverable P&I Advance, such determination shall be conclusive\nand binding on the Master Servicer and the Back-Up Advancing Agent, and the Master Servicer and the Back-Up Advancing Agent shall be entitled\nto conclusively rely on such determination; and\n\n(I)               \nnotwithstanding the foregoing, the Back-Up Advancing Agent may conclusively rely upon any determination by the Master Servicer\nor the Special Servicer that any P&I Advance would be recoverable (unless a non-recoverability determination has been made by\nthe other servicer in accordance with clause (E) above which is binding on the Back-Up Advancing Agent), and the Master Servicer\nmay conclusively rely upon any determination by the Special Servicer that any P&I Advance would be recoverable.\n\nThe Master Servicer or the\nBack-Up Advancing Agent, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon)\nto the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special Servicer\nhereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors to the extent permitted\nby applicable law and the related Trust Loan.\n\nWithin 2 Business Days of\nmaking a P&I Advance on any Mortgage Loan that is part of a Whole Loan, the Master Servicer or the Back-Up Advancing Agent, as applicable,\nshall provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part of a Serviced Whole Loan, the\nrelated Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization Trust that holds a related Serviced Companion\nLoan, if any, or (ii) if such Mortgage Loan is part of an Outside Serviced Whole Loan, the related Outside Servicer, Outside Special\nServicer and Outside Trustee of the related Outside Securitization Trust.\n\nWith respect to P&I Advances\nand each Outside Serviced Mortgage Loan, the Master Servicer and the Back-Up Advancing Agent shall be entitled to rely on the “appraisal\nreduction amount” calculated by the related Outside Special Servicer or the related Outside Servicer in accordance with the terms\nof the applicable Outside Servicing Agreement.\n\n(b)              \nThe determination by the Master Servicer, the Back-Up Advancing Agent or the Special Servicer that a P&I Advance has become\na Nonrecoverable P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any\nMortgage Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable\nP&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date\nto the Trustee (unless it is the Person making the determination), the Certificate Administrator (unless it is the Person making the determination),\nany applicable Directing Holder, the holder of any related Pari Passu\n\n - 388 - \n\n \n\nCompanion Loan or its Companion Loan Holder\nRepresentative (in the case of a Pari Passu Whole Loan), the Master Servicer (unless it is the Person making the determination), the Special\nServicer (unless it is the Person making the determination), the Back-Up Advancing Agent (unless it is the Person making the determination)\nand, if the Back-Up Advancing Agent is making the determination, the Depositor, setting forth the basis for such determination, together\nwith any other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or\nREO Property, as the case may be (which Appraisal shall be an expense of the Trust, shall take into account any material change in circumstances\nof which such Person is aware or such Person has received new information, either of which has a material effect on the value and shall\nhave been conducted in accordance with the standards of the Appraisal Institute within the twelve months preceding such determination\nof nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls\nof the related Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’ reports,\nenvironmental surveys or similar reports that such Person may have obtained and that support such determination. The Master Servicer and\nthe Special Servicer shall consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability\ndeterminations as if such amounts were unreimbursed P&I Advances. For the avoidance of doubt, any non-recoverability determination\nwith respect to a Trust Subordinate Companion Loan will take into account, among other things, the subordinate nature of such Trust Subordinate\nCompanion Loan to the related Mortgage Loan and the related Pari Passu Companion Loans.\n\n(c)               \n[Reserved]\n\n(d)              \nWith respect to each Outside Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent shall\nmake its determination (based on information provided by the applicable Outside Servicer and Outside Special Servicer) that a P&I\nAdvance that has been made on such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is a Nonrecoverable\nAdvance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Outside Serviced\nMortgage Loan independently of any determination made by the applicable Outside Servicer, the applicable Outside Special Servicer or the\nOutside Trustee, as the case may be, under the applicable Outside Servicing Agreement in respect of the related Outside Serviced Companion\nLoan. If the Master Servicer, the Special Servicer or the Back-Up Advancing Agent determines that a proposed P&I Advance with respect\nto an Outside Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to an Outside Serviced Mortgage Loan previously\nmade, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent,\nas applicable, shall provide the applicable Outside Servicer and Outside Special Servicer written notice of such determination within\ntwo (2) Business Days of the date of such determination. If the Master Servicer receives written notice from the related Outside Servicer\nor the related Outside Special Servicer, as the case may be, that either has determined, or the Outside Trustee has determined, in accordance\nwith the applicable Outside Servicing Agreement with respect to an Outside Serviced Companion Loan, that any proposed advance under the\napplicable Outside Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Outside Servicing\nAgreement that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Back-Up\nAdvancing Agent may, based upon such determination, determine that any P&I Advance\n\n - 389 - \n\n \n\npreviously made or proposed to be made with\nrespect to the related Outside Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master\nServicer and the Back-Up Advancing Agent shall not be required to make any additional P&I Advances with respect to the related Outside\nServiced Mortgage Loan unless and until the Master Servicer or the Back-Up Advancing Agent, as the case may be, determines that any such\nadditional P&I Advances with respect to the related Outside Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance,\nwhich determination may be as a result of consultation with the related Outside Servicer or the related Outside Special Servicer, as the\ncase may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as the\ncase may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I\nAdvance would be, or is, as applicable, a Nonrecoverable Advance. Any non-recoverability determination by the Master Servicer or the Special\nServicer pursuant to this Section 4.06 with respect to the recoverability of P&I Advances shall be conclusive and binding on\nthe Master Servicer (in the case of such a determination by the Special Servicer) and the Back-Up Advancing Agent.\n\n(e)               \nIf the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice from any\nRating Agency to the effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade,\nqualification or withdrawal of any rating then assigned by such Rating Agency to any Class of Trust Certificates and citing servicing\nconcerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action, and such\nnotice is not rescinded within 60 days, then the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,\nas applicable, shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator shall\npromptly notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.\n\n(f)               \nFor the avoidance of doubt, if a Mortgage Loan is subject to a forbearance agreement, standstill agreement or similar agreement\nthat provides for a temporary deferral or similar temporary accommodation with respect to all or a portion of the related Monthly Payments,\nthe Master Servicer shall make P&I Advances for such Mortgage Loan based on the terms of the related Loan Documents in effect immediately\nprior to the date of such forbearance or similar agreement, subject to any non-recoverability determination with respect to such Mortgage\nLoan.\n\n(g)              \nNotwithstanding any other terms of this Agreement, none of the Master Servicer, the Special Servicer nor the Back-Up Advancing\nAgent shall be entitled to recover: (1) from any collections on a Trust Subordinate Companion Loan, any Nonrecoverable Advance made, or\ninterest on any Nonrecoverable Advance made, in respect of a Mortgage Loan (other than the Mortgage Loan related to such Trust Subordinate\nCompanion Loan); or (2) any Nonrecoverable Advance that is a P&I Advance made in respect of a Trust Subordinate Companion Loan\nor any interest due on such Advance from any collections or amounts allocable to the Mortgage Loans (other than the Mortgage Loan related\nto such Trust Subordinate Companion Loan). With respect to each Trust Subordinate Companion Loan, the Master Servicer, the Special Servicer\nor the Back-Up Advancing Agent shall only be entitled to reimbursement for a P&I Advance (and any interest thereon) from the amounts\nthat would have been allocable to such Trust Subordinate Companion Loan or, if such P&I Advance is a Nonrecoverable Advance, allocable\nto the related Mortgage Loan.\n\n - 390 - \n\n \n\n(h)              \nNotwithstanding any other terms of this Agreement, none of the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent shall be entitled to recover: (1) from collections on a Trust Subordinate Companion Loan any Workout-Delayed Reimbursement Amounts\nin respect of a Mortgage Loan (other than the Mortgage Loan related to such Trust Subordinate Companion Loan); or (2) any Workout-Delayed\nReimbursement Amounts in respect of a Trust Subordinate Companion Loan from any collections on or allocable to the Mortgage Loans (other\nthan the Mortgage Loan related to such Trust Subordinate Companion Loan). However, if the Workout-Delayed Reimbursement Amount relates\nto a Property Advance for a Trust Subordinate Companion Whole Loan, the Master Servicer, the Special Servicer or the Back-Up Advancing\nAgent, as applicable, shall be entitled to recover such Workout-Delayed Reimbursement Amount from general collections on deposit in\nthe Collection Account for the Mortgage Pool and the applicable Trust Subordinate Companion Loan.\n\nSection 4.07          \nGrantor Trust Reporting.\n\n(a)               \nThe Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor\nTrust.\n\n(b)              \nThe parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions\nthereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,\nthe Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage\nof market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates or the Uncertificated VRR Interest, and\nshall otherwise comply with Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or cause\nto be timely filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished\nto the Holders of the respective Classes of the Grantor Trust Certificates and the Uncertificated VRR Interest Owner, their allocable\nshare of income and expense with respect to the VRR Specific Grantor Trust Asset, the Class S Specific Grantor Trust Assets and proceeds\nthereof as such amounts are received or accrue, as applicable.\n\n(c)               \n(i)                             The Grantor Trust will be a WHFIT that is a WHMT at any time any portion of the Combined VRR Interest or a Class S Certificate\nis held by a “middleman” as defined by the WHFIT Regulations. The Certificate Administrator is hereby directed to assume that\nthe Grantor Trust is not a WHFIT until it has actual knowledge, or has received further notice from the Depositor, that any portion of\nthe Combined VRR Interest or a Class S Certificate is held by a “middleman”. The Certificate Administrator shall report as\nrequired under the WHFIT Regulations or other Treasury Regulations applicable to grantor trusts to the extent such information as is reasonably\nnecessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate\nAdministrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations in the event that the IRS\nmakes a determination that is contrary to the first sentence of this paragraph.\n\n(ii)                            The Certificate\nAdministrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent\nthe WHFIT Regulations specifically require a different method. The Certificate Administrator shall make available (via the Certificate\nAdministrator’s Website) WHFIT\n\n - 391 - \n\n \n\ninformation to Certificateholders and\nthe Uncertificated VRR Interest Owner annually. In addition, the Certificate Administrator shall not be responsible or liable for providing\nsubsequently amended, revised or updated information to any Certificateholder or Uncertificated VRR Interest Owner, unless requested by\nsuch Certificateholder or such Uncertificated VRR Interest Owner.\n\n(iii)                         The Certificate\nAdministrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder\nif such failure is due to: (i) the lack of reasonably necessary information that is not in its possession being provided to the\nCertificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.\nEach owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance\nof its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information\nregarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding\nany sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor,\nthe Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.\n\n(d)              \nTo the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate\nAdministrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so published\nwill represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to keep the website\naccurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the Certificate Administrator\nwill use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall not be liable for investor reporting\ndelays that result from the receipt of inaccurate or untimely CUSIP Number information.\n\n(e)               \nBecause the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will not be any VRR Specific Grantor Trust\nAssets or Class S Specific Grantor Trust Assets, and no Excess Interest Distribution Account will be established. Accordingly, there will\nnot be a Grantor Trust and all references in this Agreement to “Grantor Trust” shall be disregarded.\n\nSection 4.08          \nCalculations. Provided that the Certificate Administrator receives the necessary loan-level information from the Master\nServicer and/or the Special Servicer, the Certificate Administrator shall be responsible for performing all calculations necessary in\nconnection with the actual and deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution\nDate Statements pursuant to Section 4.02(a) and the actual and deemed allocations of Realized Losses to be made pursuant to\nSection 4.01. The Certificate Administrator shall calculate the Principal Distribution Amount, the VRR Principal Distribution\nAmount, the Aggregate Principal Distribution Amount, the Interest Distribution Amounts, the VRR Interest Distribution Amount, the VRR\nRealized Loss Interest Distribution Amount and any comparable principal, interest and other distribution amounts relating to the Loan-Specific\nCertificates and any Loan-Specific Uncertificated Interests relating to a Trust Subordinate Companion Loan for each Distribution Date\nand shall allocate such amounts among the Trust\n\n - 392 - \n\n \n\nCertificateholders and the Uncertificated Interest\nOwners in accordance with this Agreement. Absent actual knowledge of an error therein, the Certificate Administrator shall have no obligation\nto recompute, recalculate or otherwise verify any loan-level information provided to it by the Master Servicer. The calculations by\nthe Certificate Administrator contemplated by this Section 4.08 shall, in the absence of manifest error, be deemed to be correct\nfor all purposes hereunder.\n\nSection 4.09          \nSecure Data Room.\n\n(a)               \nWithin 60 days of the Closing Date, the Certificate Administrator shall create a Secure Data Room, and the Depositor shall,\nupon the earlier of (i) receipt of all the Mortgage Loan Sellers’ Diligence File Certifications and (ii) the 120th day following\nthe Closing Date (but, in any event, no earlier than the date on which the Depositor has received a written notice from the Certificate\nAdministrator that the Secure Data Room has been created), deliver to the Certificate Administrator (but solely with respect to any Diligence\nFile(s) received by the Depositor as to which it has received the related Mortgage Loan Seller’s Diligence File Certification) an\nelectronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site.\nAfter the 120th day following the Closing Date, the Depositor may deliver any Mortgage Loan Seller’s Diligence Files to the Certificate\nAdministrator if it has not previously delivered such Mortgage Loan Seller’s Diligence Files to the Certificate Administrator. Upon\nreceipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File to the Secure Data Room. Access\nto the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any\nother Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the\nCertificate Administrator of a certification substantially in the form of Exhibit KK hereto (which shall be sent via e-mail\nto *trustadministrationgroup@computershare.com* or submitted electronically via the Certificate Administrator’s website). In\nno case whatsoever shall Trust Certificateholders or Uncertificated Interest Owners be permitted to access the Secure Data Room. For the\navoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents to the Secure Data Room other than\nthe contents of the Diligence Files initially delivered to it by the Depositor with respect to each Mortgage Loan Seller.\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 is posted\nin error, the Certificate Administrator may remove such document from the Secure Data Room. The Certificate Administrator shall not have\nany obligation to produce physical or electronic copies of any document provided to it for posting to the Secure Data Room. The Certificate\nAdministrator shall not be responsible or held liable for any other Person’s use or dissemination of the documents contained on\nthe Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct.\nThe Certificate Administrator shall not be required to restrict access to the Secure\n\n - 393 - \n\n \n\nData Room on a loan-by-loan basis and\nany Person with access to the Secure Data Room shall covenant to access only the documents necessary to perform its duties and responsibilities\nunder this 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 (but shall not be obligated to) direct the Certificate Administrator in writing to delete\nthe Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate\nAdministrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant\nto Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,\nin no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.\n\nArticle\nV\n\nTHE CERTIFICATES\n\nSection 5.01          \nThe Certificates.\n\n(a)               \nThe Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class\nX-A Certificates, the Class X-B Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates,\nthe Class X-D Certificates, the Class D Certificates, the Class E-RR Certificates, the Class F-RR Certificates, the Class G-RR Certificates,\nthe Class J-RR Certificates, the Class VRR Certificates (if any Person retains credit risk retention in accordance with Regulation RR\nin the form of a certificated “eligible vertical interest” (as defined in Regulation RR)), the Class R Certificates and, if\nthe Trust Fund includes one or more ARD Mortgage Loans on the Closing Date, the Class S Certificates. [IDENTIFICATION OF LOAN-SPECIFIC\nCERTIFICATES RESERVED.]\n\nEach Class of Trust Certificates\nwill be substantially in the forms annexed hereto as Exhibits A-1 through A-18, respectively, 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 Trust Certificates, as evidenced by their execution\nthereof. The Public Certificates (other than the Class X-A and Class X-B Certificates) shall be issued in minimum denominations of\n$10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the Class X-D, Class S and Class R Certificates\nand any Loan-Specific Interest-Only Certificates) shall be issued in minimum denominations of $100,000 (or $10,000 in the case of any\nsuch Private Certificates sold\n\n - 394 - \n\n \n\nto Qualified Institutional Buyers) and integral\nmultiples of $1 in excess thereof. The Class X-A, Class X-B and Class X-D Certificates and any Loan-Specific Interest-Only Certificates\nshall be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000\nand in integral multiples of $1 in excess thereof. The Class VRR Certificates shall be issued in minimum denominations of $100,000 and\nintegral multiples of $0.01 in excess thereof. If the initial Certificate Balance or initial Notional Amount, as applicable, of any Class\nof Trust Certificates (exclusive of the Class VRR, Class S and Class R Certificates) does not equal an integral multiple of $1, then a\nsingle Trust Certificate of such Class may be issued in a minimum denomination of authorized initial principal balance or initial notional\namount, as applicable, that includes the excess of (i) the initial Certificate Balance or initial Notional Amount, as applicable,\nof such Class over (ii) the largest integral multiple of $1 that does not exceed such amount. The Class R Certificates shall be issued,\nmaintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess\nthereof. The Class S Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class S Certificates\nand in integral multiples of 1% in excess thereof.\n\n(b)              \nOne authorized signatory shall sign the Trust Certificates for the Certificate Administrator by manual or facsimile signature.\nIf an authorized signatory whose signature is on a Trust Certificate no longer holds that office at the time the Certificate Administrator\ncountersigns the Trust Certificate, the Trust Certificate shall be valid nevertheless. A Trust Certificate shall not be valid until an\nauthorized signatory of the Certificate Administrator (who may be the same officer who executed the Trust Certificate) manually countersigns\nthe Trust Certificate. The signature shall be conclusive evidence that the Trust Certificate has been executed and countersigned under\nthis Agreement.\n\nSection 5.02          \nForm and Registration.\n\n(a)               \nEach Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form without\ninterest coupons, substantially in the applicable form set forth as an exhibit hereto, 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 Global Certificate may from time to time be increased or decreased by adjustments\nmade on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.\n\n(b)              \nUnless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests\nin such Trust Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants,\nand all references to actions by Holders of such Class of Trust Certificates will refer to action taken by the Depository upon instructions\nreceived from the related registered Holders of Trust Certificates through the Depository Participants in accordance with the Depository’s\nprocedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of\nsuch Class of Trust Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered\nHolder thereof, for distribution to the related registered Holders of Trust Certificates through the Depository Participants in accordance\nwith the Depository’s procedures.\n\n - 395 - \n\n \n\n(c)               \nNo transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement\nunder the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction\nwhich does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption from the Securities\nAct, and under the applicable state securities laws, then:\n\n(i)                               The Trust Certificates\nof each Class of the Private Certificates (other than the Risk Retention Certificates (in each case during the applicable RR Interest\nTransfer Restriction Period), the Class S Certificates and the Class R Certificates) sold in offshore transactions in reliance on Regulation\nS under the Act shall initially be represented by a temporary global certificate in definitive, fully registered form without interest\ncoupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”),\nwhich shall be deposited on the Closing Date on behalf of the purchasers of the Private Certificates represented thereby with the Certificate\nRegistrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee\nof the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of\nthe 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”),\nbeneficial interests in each Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream. After the expiration\nof the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the\nrelated permanent global certificate of the same Class of Private Certificates (a “Regulation S Global Certificate”)\nin the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f) of\nthis Agreement. During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global\nCertificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.\nBeneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests\nin a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial\ninterest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance\nof a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by\nadjustments made on the records of the Certificate 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 Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting\nthe exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed\nthe Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Trust Certificates\nin connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate\nAdministrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating\nAgent is terminated, the Certificate Administrator (or, if the same entity is acting as both the\n\n - 396 - \n\n \n\nAuthenticating Agent and the Certificate Administrator\nand such entity is being removed from both capacities, a successor Certificate Administrator) shall appoint a successor authenticating\nagent, which may be the Certificate Administrator or an Affiliate thereof, in accordance with Section 5.09 of this Agreement.\n\n(ii)                            The Trust Certificates\nof each Class of Private Certificates (other than the Risk Retention Certificates, the Class S Certificates and the Class R Certificates)\noffered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by a single, global certificate\nin definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each,\na “Rule 144A Global Certificate”), which shall be deposited with the Certificate Registrar or an agent of the\nCertificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository.\nThe aggregate Certificate Balance of a Rule 144A Global Certificate may from time to time be increased or decreased by adjustments\nmade on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.\n\n(iii)                         The Trust Certificates\nof each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited Investors\nthat are not Qualified Institutional Buyers, the Risk Retention Certificates (in each case during the applicable RR Interest Transfer\nRestriction Period), the Class S Certificates and the Class R Certificates (collectively, the “Non-Book Entry Certificates”)\nshall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and\nshall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for\nsuch Non-Book Entry Certificates to the respective beneficial owners or owners.\n\n(d)              \nOwners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated\nTrust Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing\nor able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases to be\na Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days\nof such notice; (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of\nthe Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate\nfor the Trustee to obtain possession of the Trust Certificates of such Class; or (iii) in the case of a Private Certificate, all\nof the applicable requirements of Section 5.03 of this Agreement are satisfied; provided, however, that under\nno circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate.\nUpon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Trust Certificates\nof a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and\nreceipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Trust Certificates of such Class\nin the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate,\nthe same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize\nthe holders of such Definitive Certificates as Trust Certificateholders under this Agreement.\n\n - 397 - \n\n \n\n(e)               \nIf any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited\nInvestor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.\nperson” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but\nnot a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject\nto the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer\nshall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of\nSection 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange\nor transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate\nRegistrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such\nGlobal Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in\nthe denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor\nor upon transfer thereof.\n\n(f)               \nDuring the applicable RR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive\nCertificate in the Retained Interest Safekeeping Account by the Certificate Administrator (and the related Retaining Party’s respective\ninterest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained\nInterest Safekeeping Account), for the benefit of the Holder of the related Trust Certificate. The Certificate Administrator shall hold\neach Risk Retention Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of the\nDepositor (except in the case of the HRR Interest or a Loan-Specific HRR Interest), the Retaining Sponsor or the applicable Loan-Specific\nRetaining Sponsor, as applicable, and the Holder of such Trust Certificate, and in accordance with any authentication procedures as may\nbe utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the\nCertificate Administrator an account which will be designated the “Retained Interest Safekeeping Account” and into which each\nRisk Retention Certificate shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date\nhereof, the Certificate Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account for each related\nRetaining Party. Each Risk Retention Certificate to be delivered in physical form to the Certificate Administrator shall be delivered\nas set forth herein. Upon receipt by the Certificate Administrator of any Risk Retention Certificate in connection with the initial issuance\nthereof and, for so long as the Risk Retention Certificates are held in the Retained Interest Safekeeping Account by the Certificate Administrator\npursuant to this Agreement, upon any transfer or exchange pursuant to this Article V of any Risk Retention Certificate, the\nCertificate Administrator shall deliver to the related Retaining Party a receipt in the form set forth in Exhibit MM. No amounts\ndistributable with respect to any Risk Retention Certificate shall be remitted to the Retained Interest Safekeeping Account, but instead\nshall be remitted directly to the applicable Retaining Party in accordance with written instructions provided separately on the Closing\nDate (and any updates to such written instructions provided from time to time) by such Retaining Party to the Certificate Administrator.\nUnder no circumstances by virtue of safekeeping any Risk Retention Certificate shall the Certificate Administrator be obligated to bring\nlegal action or institute proceedings against any Person on behalf of any Retaining Party. During the applicable RR Interest Transfer\nRestriction Period and for such longer time as the related Retaining Party may request, the Certificate Administrator shall hold each\n\n - 398 - \n\n \n\nindividual Risk Retention Certificate at the\nbelow location, or any other location; provided the Certificate Administrator has given notice to the Depositor, the Retaining\nSponsor, the Loan-Specific Retaining Sponsors and each Retaining Party of such new location:\n\nComputershare Trust Company, National\nAssociation\n\nAttn: Trust Vault St. Paul\n\n1505 Energy Park Drive\n\nSt. Paul, Minnesota 55108\n\nThe Certificate Administrator\nshall make available to each related Retaining Party its account information as mutually agreed upon by the Certificate Administrator\nand each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer\nof a Risk Retention Certificate shall be subject to this Article V. During the applicable RR Interest Transfer Restriction Period,\nunless the Retaining Sponsor or the applicable Loan-Specific Retaining Sponsor, as applicable, and the Depositor otherwise consent in\nwriting, the Certificate Administrator shall not permit any Person to copy (other than for internal purposes), and shall not itself provide\nto any Person copies of, any executed Risk Retention Certificate held by it in the Retained Interest Safekeeping Account.\n\nAfter the release of any\nCredit Risk Retention Certificates pursuant to this Section Article V, the Certificate Administrator shall have no liability or\nobligation with respect to the safekeeping of such released Credit Risk Retention Certificates, provided that such Credit Risk Retention\nCertificates were held and released in accordance with the terms of this Agreement\n\n(g)              \nTo the extent that the aggregate principal amount of the Combined VRR Interest or the aggregate value of the HRR Interest is in\nexcess of the amount or percentage of risk retention required pursuant to Regulation RR, such excess portion of the Combined VRR Interest\nor the HRR Interest, as applicable, shall nevertheless be deemed to be subject to the requirements of Regulation RR and any Risk Retention\nCertificates or Uncertificated Interests evidencing or constituting such excess portion of the Combined VRR Interest or the HRR Interest\nshall be subject to all of the provisions in this Agreement applicable to the Combined VRR Interest or the HRR Interest, as applicable,\nincluding, without limitation, the provisions of this Article V.\n\nSection 5.03          \nRegistration of Transfer and Exchange of Certificates.\n\n(a)               \nSubject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any\nTrust Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or\ntransferees, one or more new Trust Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\n(b)              \nThe Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)\nin which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration\nof Trust Certificates and the Uncertificated Interests and of transfers and exchanges of Trust Certificates and the Uncertificated Interest\nas herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). In such capacities,\nthe Certificate Administrator shall be responsible\n\n - 399 - \n\n \n\nfor, among other things, (i) maintaining\nthe Certificate Register and a record of the aggregate holdings of Trust Certificates of each Class of Private Certificates represented\nby a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting\nTrust Certificates for exchange and registration of transfer, (ii) registering transfers and pledges of the Uncertificated Interests and\n(iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Trust Certificateholders and\nthe Uncertificated Interest Owners. In its capacity as Certificate Registrar, the Certificate Administrator shall be responsible for,\namong other things, holding the Risk Retention Certificates as Definitive Certificates on behalf of each Holder of such Trust Certificates\nin accordance with Section 5.02(f).\n\n(c)               \nRule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in\nthe Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during\nthe Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S\nGlobal Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is\nrequired to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such\nholder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial\ninterest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated\nin Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from\na Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary\nRegulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged,\n(2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream\naccount to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit E to this\nAgreement given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with\nthe transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate\nRegistrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate\nand to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate\nBalance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the\naccount of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial\ninterest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global\nCertificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest\nin the Rule 144A Global Certificate that is being exchanged or transferred.\n\n(d)              \nRule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A\nGlobal Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted\nPeriod to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the\nsame Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery\nthereof in the form of an interest in a Regulation S Global\n\n - 400 - \n\n \n\nCertificate, such holder may, subject to the\nrules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such\nRegulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11\nof this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing\nthe Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount\nequal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with\nthe Depository’s procedures containing information regarding the participant account of the Depository to be credited with such\nincrease and (3) a certificate in the form of Exhibit F to this Agreement given by the holder of such beneficial interest,\nthen the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A\nGlobal Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate\nCertificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited\nto the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate equal to the\nreduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account\nof the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged\nor transferred.\n\n(e)               \nTemporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a\nholder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate\nRegistrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate\nor Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest\nin such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof\nin the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of Euroclear\nor Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest\nin the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated\nin Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing\nthe Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate\nequal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged,\nsuch instructions to contain information regarding the participant account with the Depository to be credited with such increase, (2)\nwith respect to a transfer of an interest in the Regulation S Global Certificate, information regarding the participant account of the\nDepository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate\n(but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted\nPeriod, a certificate in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and stating\nthat the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring\nsuch interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer and is obtaining such beneficial interest in\na transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause\nto be reduced, the Certificate Balance of the Temporary\n\n - 401 - \n\n \n\nRegulation S Global Certificate or Regulation\nS Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the\naggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate\nequal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate\nand to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation\nS Global Certificate or Regulation S Global Certificate that is being transferred.\n\n(f)               \nTemporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global\nCertificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.\nBeneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate\nsubstantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary Regulation\nS Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same\nClass of Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the\nrespective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate Certificate\nBalance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation S Global Certificate.\nThe delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied\nupon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has\nor have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate.\nUpon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate,\nthe Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance\nrepresented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase\nin the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate,\nand the Trust Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation\nS Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.\n\n(g)              \nNon-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private\nCertificate (other than any Risk Retention Certificate during the applicable RR Interest Transfer Restriction Period, a Class S Certificate\nor a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global\nCertificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to\ntake delivery thereof in the form of an interest in a Global 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 Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,\nat its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided\n\n - 402 - \n\n \n\nherein, (2) instructions from such holder\ndirecting the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global\nCertificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to\ncontain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the\nform of Exhibit I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global\nCertificate), in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation\nS Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is\nthe Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part\nof such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver\nto the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor\nand shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Balance\nof the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution\nspecified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion\nof the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by e-mail to *CCTCMBSBondAdmin@computershare.com*)\nor its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such\nexchange.\n\n(h)              \nExchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate\nor Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A\nGlobal Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof\nin the form of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed transfer thereof by the Depositor,\nan Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall refuse to register such\ntransfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from the proposed transferor substantially\nin the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation letter from the proposed transferee\nsubstantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if required by the Certificate Registrar,\nan opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under\nthe Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Trust Certificateholder\ndesiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel shall\nnot be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate\nAdministrator, the Trustee or the Certificate Registrar in their respective capacities as such).\n\n(i)                \nTransfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if\na transfer of any Risk Retention Certificate is to be made (other than in connection with (1) transfers on the Closing Date, pursuant\nto a Mortgage Loan Purchase Agreement, of Class VRR Certificates or Loan-Specific Certificates constituting a Loan-Specific VRR Interest,\n(2) the transfer to the Retaining Sponsor on the Closing Date of the Certificates constituting the HRR Interest and (3) the transfer to\na Loan-Specific Third Party Purchaser on the Closing Date of the Loan-Specific Certificates constituting a Loan-Specific HRR\n\n - 403 - \n\n \n\nInterest), then the Certificate Registrar shall\nrefuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification\nfrom the prospective Transferee of the Certificateholder or Loan-Specific Certificateholder, as applicable, desiring to effect such transfer\nsubstantially in the form attached hereto as Exhibit L-5B (in the case of a transfer of Class VRR Certificates), Exhibit L-5C\n(in the case of a transfer of Certificates constituting the HRR Interest), Exhibit L-5D (in the case of a transfer of Loan-Specific\nCertificates constituting a Loan-Specific HRR Interest) or Exhibit L-5E (in the case of a transfer of Loan-Specific Certificates\nconstituting a Loan-Specific VRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party,\nby the Retaining Sponsor or applicable Loan-Specific Retaining Sponsor (as applicable) (if different than the applicable Retaining Party)\nand, except in the case of a transfer of Certificates constituting the HRR Interest or Loan-Specific Certificates constituting a Loan-Specific\nHRR Interest, the Depositor, and (y) include a medallion stamp guarantee of the applicable Retaining Party, (ii) a certification from\nthe Certificateholder or Loan-Specific Certificateholder, as applicable, desiring to effect such transfer substantially in the form attached\nhereto as Exhibit L-6B (in the case of a transfer of Class VRR Certificates), Exhibit L-6C (in the case of a transfer of\nCertificates constituting the HRR Interest), Exhibit L-6D (in the case of a transfer of Loan-Specific Certificates constituting\na Loan-Specific HRR Interest) or Exhibit L-6E (in the case of a transfer of Loan-Specific Certificates constituting a Loan-Specific\nVRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor),\nby the Retaining Sponsor or applicable Loan-Specific Retaining Sponsor (as applicable) (if different than the applicable Retaining Party)\nand, except in the case of a transfer of Certificates constituting the HRR Interest or Loan-Specific Certificates constituting a Loan-Specific\nHRR Interest, the Depositor, and (y) include a medallion stamp guarantee of the applicable Retaining Party, (iii) an Internal Revenue\nService Form W-9 completed by the prospective Transferee, and (iv) wire instructions and contact information of the prospective Transferee.\nUpon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a),\nSection 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such\nRisk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global\nCertificate during the applicable RR Interest Transfer Restriction Period.\n\n(j)                \nOther Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise\nset forth in Section 5.02(d) of this Agreement), such Trust Certificates may be exchanged only in accordance with such procedures\nas are substantially consistent with the provisions of clauses (c) through (f), (h) and (i) above (including the certification requirements\nintended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures\nas may from time to time be adopted by the Certificate Registrar.\n\n(k)              \nRestricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Trust Certificates,\ntransfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited\nto transfers made pursuant to the provisions of clause (e) above.\n\n(l)                \nIf Private Certificates are issued upon the transfer, exchange or replacement of Trust Certificates bearing a restrictive legend\nrelating to compliance with the Act, or if a request is made to remove such legend on Trust Certificates, the Private Certificates so\nissued shall bear\n\n - 404 - \n\n \n\nthe restrictive legend, or such legend shall\nnot be removed, as the case may be, unless there is delivered to the Certificate Registrar such satisfactory evidence, which may include\nan Opinion of Counsel that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers\nthereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Act, Regulation RR or, with respect\nto Non-Book Entry Certificates, that such Trust Certificates are not “restricted” within the meaning of Rule 144\nunder the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Trust Certificates\nthat do not bear such legend.\n\n(m)            \nAll Trust Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the\nCertificate Registrar in accordance with the Certificate Registrar’s customary procedures.\n\n(n)              \nNo Class VRR Certificate (if it is not an ERISA Restricted Certificate covered by the next sentence), Uncertificated Interest,\nClass S Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will\nbe (i) an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of ERISA\nor Code Section 4975 (each, a “Plan”), or (ii) any entity or collective investment fund the assets of which\nare considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA,\nor Similar Law (as defined below), an insurance company that is using the assets of separate accounts or general accounts which include\nPlan assets (or which are deemed to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of\na Plan (each, a “Plan Investor”) to purchase such Trust Certificate or Uncertificated Interest. In addition, no ERISA\nRestricted Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will\nbe a Plan or Plan Investor, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used to acquire\nor hold such ERISA Restricted Certificate or interest therein is an “insurance company general account,” as such term is defined\nin PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted\nCertificate, Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), Uncertificated Interest, Class S Certificate\nor Class R Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will\nbe 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\nis, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975\n(“Similar Law”), or to any Person acting on behalf of any such plan or using the assets of such plan to acquire such\nTrust Certificate or interest therein unless, in the case of an ERISA Restricted Certificate, its acquisition, holding and disposition\nof such Trust Certificate or an interest therein would not constitute or otherwise result in a non-exempt violation of Similar Law.\nExcept in connection with the transfer or deemed transfer thereof by the Depositor, an Initial Purchaser or, if occurring on the Closing\nDate, the Retaining Sponsor, each prospective transferee of an ERISA Restricted Certificate, a Class VRR Certificate (regardless of whether\nit is an ERISA Restricted Certificate), a Class S Certificate or a Class R Certificate in the form of a Non-Book Entry Certificate\nor any Uncertificated Interest shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator\nand the Trustee representation letters, substantially in the form of Exhibit L-3 and, except in the case of an Uncertificated\nInterest, Exhibit L-4 to this Agreement. Each beneficial owner of a Trust Certificate (other than a Class S or Class R\nCertificate) or any\n\n - 405 - \n\n \n\ninterest therein will be deemed to have represented,\nby virtue of its acquisition or holding of such Trust Certificate or interest therein, that either (i) it is not a Plan or Plan Investor,\n(ii) except in the case of an ERISA Restricted Certificate or a Class VRR Certificate (regardless of whether it is an ERISA Restricted\nCertificate), it has acquired and is holding the Trust Certificates in reliance on the Underwriter Exemption, and that it understands\nthat there are certain conditions to the availability of the Underwriter Exemption, including that the Trust Certificates must be rated,\nat the time of purchase, not lower than “BBB-” (or its equivalent) by a rating agency that meets the requirements of the\nUnderwriter Exemption and that such Trust Certificate is so rated and that it is an Institutional Accredited Investor or (iii) except\nin the case of a Class VRR Certificate (unless it is being sold or transferred through BMO Capital Markets Corp., Goldman Sachs &\nCo. LLC, SG Americas Securities, LLC, UBS Securities LLC and Wells Fargo Securities, LLC), (1) it is an insurance company, (2) the\nsource of funds used to acquire or hold the Trust Certificate or interest therein is an “insurance company general account,”\nas such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial\nowner of a Trust Certificate or an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed\nto have represented, by virtue of its acquisition or holding of such Trust Certificate or interest therein that the acquisition, holding\nand disposition of such Trust Certificate or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt\nviolation of Similar Law. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio\nand shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable\nTrust Certificates.\n\n(o)              \n(i)                                The Depositor hereby directs the Certificate Administrator to register each Uncertificated Interest, upon issuance, in the\nCertificate Register in the name of the initial Uncertificated Interest Owner or the applicable Loan-Specific Retaining Sponsor, as applicable.\nNo Person shall be permitted to own, directly or indirectly, any interest in an Uncertificated Interest other than (i) the initial Uncertificated\nInterest Owner of such Uncertificated Interest or one of its Majority Owned Affiliates that is not a Non-Exempt Person or (ii) a Person\nthat provides financing permitted under Regulation RR (a “Permitted Lender”) to the applicable Uncertificated Interest\nOwner or such Majority Owned Affiliate; provided, further, that if such financing is provided by the Permitted Lender in\na repurchase transaction, the applicable initial Uncertificated Interest Owner or such Majority-Owned Affiliate of the applicable initial\nUncertificated Interest Owner may transfer its interest in such Uncertificated Interest to the Permitted Lender so long as the applicable\ninitial Uncertificated Interest Owner or such Majority-Owned Affiliate is obligated to repurchase such interest in such Uncertificated\nInterest pursuant to the terms of the related financing documents. An Uncertificated Interest Owner, if it wishes to transfer its Uncertificated\nInterest, shall notify the Certificate Administrator in writing of such transfer and identify the new Uncertificated Interest Owner. The\nCertificate Administrator shall register the ownership of each Uncertificated Interest on the Certificate Register. Any transfer of an\nUncertificated Interest (including to a Majority Owned Affiliate) shall be null and void *ab initio*to the extent permitted under\napplicable law unless all of the following is provided to the Certificate Administrator: (i) a written instrument whereby the transferor\nof such Uncertificated Interest assigns, and the transferee of such Uncertificated Interest assumes, all rights and obligations in connection\nwith such Uncertificated Interest under this Agreement; (ii) the transferor of such Uncertificated Interest has executed and delivered\nto the Certificate Administrator a certification in the form of Exhibit L-6A hereto, which certification must (x) be countersigned\nby the applicable\n\n - 406 - \n\n \n\nRetaining Party (if different than the transferor),\nthe Retaining Sponsor or applicable Loan-Specific Retaining Sponsor, as applicable, and the Depositor and (y) include a medallion stamp\nguarantee of such Retaining Party; and (iii) the transferee of such Uncertificated Interest has executed and delivered to the Certificate\nAdministrator a certification in the form of Exhibit L-5A, which certification must (x) be countersigned by the applicable Retaining\nParty, the Retaining Sponsor or applicable Loan-Specific Retaining Sponsor, as applicable, and the Depositor, (y) include a medallion\nstamp guarantee of such Retaining Party and (z) include wiring instructions and contact information for such transferee. Notwithstanding\nanything else in this Agreement to the contrary, no Person shall have any rights hereunder with respect to an Uncertificated Interest\nunless (i) such Person is the Retaining Sponsor or applicable Loan-Specific Retaining Sponsor, as applicable, or (ii) in the case\nof any Majority-Owned Affiliate of such Retaining Sponsor or applicable Loan-Specific Retaining Sponsor, as applicable, such Person is\nidentified in writing to the Certificate Administrator as being the applicable Uncertificated Interest Owner, or (iii) in the case\nof any subsequent transferee, such Person is identified as being the applicable Uncertificated Interest Owner on the ownership registry.\nThe Certificate Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat an Uncertificated\nInterest Owner (in the case of any subsequent Uncertificated Interest Owner, as recorded on such ownership registry) as the owner in fact\nof the applicable Uncertificated Interest for all purposes and shall not be bound to recognize any equitable or other claim to or interest\nin such Uncertificated Interest on the part of any other Person. Any transfer of an interest in an Uncertificated Interest that is not\nin compliance with this Section 5.03(o)(i) or Section 5.03(n) shall be null and void *ab initio* to the extent permitted\nunder applicable law. **For avoidance of doubt, no Uncertificated Interest will be issued under this Agreement, and any references to\n“Uncertificated Interest” or “Uncertificated Interest Owner” in this Agreement shall be disregarded.**\n\n(ii)                                  Each initial\nUncertificated Interest Owner and any subsequent Uncertificated Interest Owner shall be deemed by virtue of its acceptance of an Uncertificated\nInterest to represent to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is not a Non-Exempt Person.\nContemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Uncertificated\nInterest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate Administrator substantiating that\nit is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable law to withhold taxes on sums\npaid to it with respect to the Mortgage Loans or otherwise under this Agreement. Without limiting the effect of the foregoing, (a) if\nan Uncertificated Interest Owner is created or organized under the laws of the United States, any state thereof or the District of Columbia,\nit shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service\nForm W-9 and (b) if an Uncertificated Interest Owner is not created or organized under the laws of the United States, any state\nthereof or the District of Columbia, and if the payment of interest or other amounts by the borrowers is treated for United States income\ntax purposes as derived in whole or part from sources within the United States, such Uncertificated Interest Owner shall satisfy the\nrequirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY\n(with appropriate attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required from\n\n - 407 - \n\n \n\ntime to time, duly executed by such Uncertificated\nInterest Owner, as evidence of such Uncertificated Interest Owner’s exemption from the withholding of United States tax with respect\nthereto. The Certificate Administrator shall not be obligated to make any payment hereunder to an Uncertificated Interest Owner in respect\nof an Uncertificated Interest or otherwise until such Uncertificated Interest Owner shall have furnished to the Certificate Administrator\nthe forms, certificates, statements or documents required by this Section 5.03(o)(ii).\n\n(p)              \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 Person acquiring\nor holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual Ownership Interest\nas agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee. Any such Person\nshall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the beneficial owner\nof such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this Section 5.03(p)\nby a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not a Permitted Transferee\nshall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted Transferee shall be restored to registered\nand beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.\n\n(ii)                            No Residual Ownership\nInterest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express written consent\nof the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall not be\neffective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership Interest, other\nthan in connection with the initial Transfer thereof to the Initial Purchasers, the Certificate Registrar shall, as a condition to such\nconsent, (x) require the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar\nand to the proposed transferor, an affidavit (or, solely in connection with the initial issuance of such Residual Ownership Interest,\na certification) in substantially the form attached as Exhibit L-1 to this Agreement (a “Transferee Affidavit”)\nof the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed\ntransferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee\nunderstands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the\nresidual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become\ndue, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign\npermanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other\nU.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a\nTransferee Affidavit or as to which the proposed transferee has actual knowledge\n\n - 408 - \n\n \n\nthat such Person is not a Permitted Transferee\nor is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the\nproposed transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(p) and (y) other\nthan in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial Purchaser\nin connection with the initial offering of the Trust Certificates, require a statement from the proposed transferor substantially in the\nform attached as Exhibit L-2A to this Agreement (the “Transferor Letter”), that the proposed transferor\nhas no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that\nthe proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.\n\n(iii)                         Notwithstanding\nthe delivery of a Transferee Affidavit by a proposed transferee under clause (p)(ii) above, if a Responsible Officer of the Certificate\nRegistrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee shall\nbe effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, the Certificate\nRegistrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted Transferee.\nUpon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified Organization or an agent\nthereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any event not later than 60 days\nafter a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and\nthe Certificate Administrator agree to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information\nnecessary to the application of Code Section 860E(e) as may be required by the Code, including, but not limited to, the\npresent value of the total anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after\nsuch Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and\nfurnishing such information to the transferor or to such agent referred to above; provided, however, such Persons shall\nin no event be excused from furnishing such information.\n\n(q)              \nThe Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified\nInstitutional Buyers. The Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned\nby Qualified Institutional Buyers or Institutional Accredited Investors.\n\n(r)                \nAny attempted or purported transfer in violation of the transfer restrictions set forth in this Article V shall be null\nand void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect\nto the applicable Trust Certificates.\n\nSection 5.04          \nMutilated, Destroyed, Lost or Stolen Trust Certificates. If (a) any mutilated Trust Certificate is surrendered to the\nCertificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust\nCertificate and (b) there is delivered to the Certificate Registrar, the Trustee and the Certificate Administrator such security\nor indemnity as may be required by it to save it harmless, then, in the absence of actual\n\n - 409 - \n\n \n\nnotice that such Trust Certificate has been\nacquired by a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate and deliver,\nin exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and\ninterest in the Trust Fund. In connection with the issuance of any new Trust Certificate under this Section 5.04, the Certificate\nRegistrar and the Certificate Administrator may require the payment of a sum sufficient to cover any expenses (including the fees and\nexpenses of the Certificate Registrar) connected therewith. Any replacement Trust Certificate issued pursuant to this Section 5.04\nshall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost,\nstolen or destroyed Trust Certificate shall be found at any time.\n\nSection 5.05          \nPersons Deemed Owners. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator\nand the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Trust Certificate is registered as\nthe owner of such Trust Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes\nwhatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator,\nthe Certificate Registrar, nor any agent of any of them shall 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 Trust Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute\nsuch report, statement or other information to such Certificate Owner (or prospective transferee) under the same circumstances, and subject\nto the same conditions, as such report, statement or other information would be provided to a Trust Certificateholder.\n\nSection 5.06          \nAppointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a\npaying agent for the purpose of making distributions to the Trust Certificateholders and the Uncertificated Interest Owners pursuant to\nSection 4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator\nor the Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent\nin all material respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer and the Certificate Administrator\nthat such Paying Agent will hold all sums held by it for the payment to the Trust Certificateholders and the Uncertificated Interest Owners\nin trust for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners entitled thereto until such sums have\nbeen paid to the Trust Certificateholders and the Uncertificated Interest Owners or disposed of as otherwise provided herein. The initial\nPaying Agent shall be the Certificate Administrator. The Paying Agent shall at all times be an entity having a long-term unsecured\ndebt rating of at least (i) “Baa1” by Moody’s and (ii) “BBB+” by Fitch (provided that for so long as (1)\nthe Paying Agent is the Certificate Administrator and (2) Computershare Trust Company, National Association is the Certificate Administrator,\nComputershare Trust Company, National Association will be deemed to have satisfied the rating requirements in clauses (i) and (ii)\nif Computershare Trust Company, National Association satisfies all Rating Agencies’ requirements applicable to the Certificate Administrator\nset forth in Section 8.06 of this Agreement), or shall be, in the case of any Rating Agency’s requirement set forth in this\nsentence, otherwise acceptable to each Rating Agency as evidenced by a Rating Agency Confirmation.\n\n - 410 - \n\n \n\nSection 5.07          \nAccess to Trust Certificateholders’ Names and Addresses; Special Notices.\n\n(a)               \nThe Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of\nthe names and addresses of the Trust Certificateholders. If any Trust Certificateholder or Certificate Owner (a “Certifying Certificateholder”)\nthat has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information to\nthe Certificate Administrator at 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attention: Corporate Trust Administration Group –\nBMO 2026-5C15, with a copy to: *trustadministrationgroup@computershare.com*, (i) requests in writing from the Certificate Registrar\na list of the names and addresses of Trust Certificateholders, (ii) states that such Certifying Certificateholder desires to communicate\nwith other Trust Certificateholders and Certificate Owners with respect to its rights under this Agreement or under the Trust Certificates\nand (iii) provides a copy of the communication which Certifying Certificateholder proposes to transmit, then the Certificate Registrar\nshall, within ten (10) Business Days after the receipt of such request (a “Communication Request”), furnish such Certifying\nCertificateholder (at such Certifying Certificateholder’s sole cost and expense) a list of the names and addresses of the Trust\nCertificateholders as of the most recent Record Date as they appear in the Certificate Register. Every Trust Certificateholder, by receiving\nand holding a Trust Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any\nsuch information as to the list of the Trust Certificateholders hereunder, regardless of the source from which information was derived.\nThe Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be\nentitled to a list of the names and addresses of Trust Certificateholders from time to time upon request therefor.\n\n(b)              \nThe Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(a)\nprior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date)\nfrom a Trust Certificateholder or Certificate Owner to communicate with other Trust Certificateholders or Certificate Owners related to\nTrust Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing\nsuch disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no more than\nthe following (a) the name of the Trust 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 Trust\nCertificateholder or Certificate Owner is interested in communicating with other Trust Certificateholders or Certificate Owners with regard\nto the possible exercise of rights under this Agreement, and (d) a description of the method other Trust Certificateholders or Certificate\nOwners may use to contact the requesting Trust Certificateholder or Certificate Owner.\n\n(c)               \nIn verifying the identity of any Trust Certificateholder or Certificate Owner in connection with any request to communicate, (i) if\nthe Trust Certificateholder or Certificate Owner is the holder of record with respect to any Trust Certificate, the Certificate Administrator\nshall not require any further verification or (ii) if the Trust Certificateholder or Certificate Owner is not the holder of record\nwith respect to any Trust Certificate, the Certificate Administrator shall require no more than (x) a written certification from\nsuch Trust Certificateholder or Certificate Owner that it is the beneficial owner of a Trust Certificate and (y) one of the following\ndocuments\n\n - 411 - \n\n \n\nconfirming ownership of such Trust Certificate:\na trade confirmation, an account statement, a medallion stamp guaranteed letter from a broker-dealer, or another document acceptable\nto the Certificate 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 Trust Certificateholder or Certificate Owner in any request to communicate and may rely on such\ninformation conclusively. Any Trust Certificateholder or Certificate Owner will be responsible for its own expenses in making any Communication\nRequest, but will not be required to bear any expenses of the Certificate Administrator. Any expenses the Certificate Administrator incurs\nin connection with any request to communicate will be paid by the Trust.\n\nSection 5.08          \nActions of Trust Certificateholders.\n\n(a)               \nAny request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or\ntaken by Trust Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by\nsuch Trust Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such\naction shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required, to\nthe Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing any such\nagent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator, the\nDepositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.\n\n(b)              \nThe fact and date of the execution by any Trust Certificateholder of any such instrument or writing may be proved in any reasonable\nmanner which the Certificate Administrator deems sufficient.\n\n(c)               \nAny request, demand, authorization, direction, notice, consent, waiver or other act by a Trust Certificateholder shall bind every\nHolder of every Trust Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect\nof anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the Master\nServicer in reliance thereon, whether or not notation of such action is made upon such Trust Certificate.\n\n(d)              \nThe Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08\nas it shall deem necessary.\n\nSection 5.09          \nAuthenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Trust\nCertificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business under the\nlaws of the United States of America or any state, having a principal office and place of business in a state and city acceptable to the\nDepositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject\nto supervision or examination by federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating\nAgent and the Certificate Administrator hereby accepts such appointment.\n\n - 412 - \n\n \n\nAny entity into which the\nAuthenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion\nor consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the corporate agency business of the Authenticating\nAgent, shall be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Certificate\nAdministrator or the Authenticating Agent.\n\nThe Authenticating Agent\nmay at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator and\nthe Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice\nof termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination, or in\ncase at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.09,\nthe Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and\nshall mail notice of such appointment to all Trust Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment\nhereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect\nas if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the\nprovisions of this Section 5.09.\n\nThe Authenticating Agent\nshall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation\npaid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment of an Authenticating\nAgent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain\nresponsible for all acts and omissions of the Authenticating Agent.\n\nSection 5.10          \nAppointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder\nor may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering\ninto a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects\nwith this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian.\nThe Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof\nagainst the Custodian for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan\nHolders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports\nto require such Custodian to act or refrain from acting. Each Custodian shall: (i) except in the case of the initial Custodian, be a depository\ninstitution subject to supervision by federal or state authority; (ii) have a combined capital and surplus of at least $15,000,000; (iii)\nexcept in the case of the initial Custodian, have a long term unsecured debt rating of at least “Baa2” from Moody’s\nand “BBB” from Fitch; and (iv) be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial\nAgreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall\nbe an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and\nshall be deemed appointed as Custodian at all times that no other party\n\n - 413 - \n\n \n\nis so appointed in accordance with this Section 5.10.\nThe Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary\nfor securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee.\nThe Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage\nand, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep\nin force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its\nofficers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar\nto the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies\nof errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other\ninsurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. 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 any Custodian appointed by it, the Certificate\nAdministrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate\nAdministrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions\nof the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.\n\nSection 5.11          \nMaintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices\nor agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands\nto or upon the Certificate Registrar in respect of the Trust Certificates and this Agreement may be served. The Certificate Registrar\ninitially designates its office at 1505 Energy Park Drive, St. Paul, Minnesota 55108, as its office for such purposes. The Certificate\nRegistrar shall give prompt written notice to the Trust Certificateholders and the Uncertificated Interest Owners of any change in the\nlocation of the Certificate Register or any such office or agency.\n\nSection 5.12          \nVoting Procedures. With respect to any matters submitted to Trust Certificateholders for a vote, the Certificate Administrator\nshall administer such vote through the Depository with respect to Global Certificates and directly with registered Holders by mail with\nrespect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless\ndifferent 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,\nunless otherwise specifically contemplated herein for any particular matter, shall be no less than thirty (30) days and no later\nthan sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders of Global\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\n\n - 414 - \n\n \n\nshall be considered delivered to all Holders\nregardless 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 be required to certify their holdings\nin the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with\ntheir Voting Rights. Voting Rights with respect to any outstanding Class of Trust Certificates shall be calculated by the Certificate\nAdministrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding\nCertificate Balance or Notional Amount, as applicable, greater than zero as of the record date of the vote shall be permitted to vote.\nOnce a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall\nbe communicated by the Trust Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed,\nvotes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion\nof the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into\nconsideration the votes cast by any other Holder. Transferees or purchasers of any Class of Trust Certificates are subject to and shall\nbe bound by all votes of Holders initiated or conducted prior to its acquisition of such Trust Certificates.\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 Trust Certificateholders. The notice shall be distributed\nin accordance with the methods described in Section 5.12(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. All\nvote 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)              \nUnless otherwise specifically provided herein, any and all reasonable expenses incurred by the Certificate Administrator in connection\nwith administering any vote shall be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about\nthe matter being voted on or answer questions other than process-related questions regarding the administration of the vote.\n\n(e)               \nIf any party to this Agreement believes a vote of Trust Certificateholders is needed for some matter related to the administration\nof the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and\nthe Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein,\nall such votes require a majority of Trust Certificateholders to carry a proposition.\n\n - 415 - \n\n \n\nArticle\nVI\n\nTHE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the\n\nOperating Advisor, THE Asset Representations Reviewer and the\n\nControlling\nClass Representative\n\nSection 6.01          \nLiability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating\nAdvisor. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each\nshall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each of the Master\nServicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall indemnify the Depositor (and any employee,\ndirector or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and hold the Depositor (and any employee,\ndirector or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders harmless against any loss, liability or\nreasonable expense (including, without limitation, reasonable attorneys’ fees and expenses, which for the avoidance of doubt include\nreasonable attorneys’ fees and expenses related to the enforcement of this indemnity) incurred by such parties (i) as a result\nof any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer, the\nOperating Advisor or the Asset Representations Reviewer, as the case may be, or by reason of negligent disregard of such Person’s\nobligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer, the Special Servicer, the Operating Advisor\nor the Asset Representations Reviewer, as the case may be, of any of its representations or warranties contained herein. The Depositor\nshall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating\nAdvisor and the Asset Representations Reviewer, and any member, manager, employee, director or officer of the Master Servicer, the Special\nServicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer and hold the Trust Fund\nand the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations\nReviewer and any member, manager, employee, director or officer of either the Master Servicer, the Special Servicer, the Trustee, the\nOperating Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable expense (including, without\nlimitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection with any willful misconduct,\nbad faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent disregard of the Depositor\nobligations or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations or warranties contained\nherein.\n\nSection 6.02          \nMerger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.\nSubject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations\nReviewer shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or a limited\nliability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability to do business\nin each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement,\nor to protect the validity and enforceability of this Agreement, the Trust Certificates or any of the Trust Loans and to perform its respective\nduties under this Agreement.\n\n - 416 - \n\n \n\nEach of the Master Servicer,\nthe Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated with or into any Person,\nor transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial\nmortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to\nacting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which case any Person resulting\nfrom any merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor of the\nMaster Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, and shall\nbe deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations\nReviewer, as applicable, hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; provided that if\nthe Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master\nServicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under\napplicable law, then the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable,\nshall not, as a result of the merger, be required to provide a Rating Agency Confirmation.\n\nSection 6.03          \nLimitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the Special\nServicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund, the Trust Certificateholders,\nthe Uncertificated Interest Owners, the Companion Loan Holders or any other Person for any action taken, or for refraining from the taking\nof any action, in good faith pursuant to this Agreement, or for errors in judgment. However, none of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person shall be protected against any liability\nwhich would otherwise be imposed by reason of (i) any breach of warranty or representation by such respective party in this Agreement\nor (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective party in the performance of its obligations\nand duties hereunder or by reason of negligent disregard on the part of such respective party of its obligations or duties hereunder.\nThe Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any director,\nmember, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the\nAsset Representations Reviewer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted\nby any appropriate Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer and any director, member, manager, officer, employee or agent of the Depositor, the Master\nServicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be indemnified and held harmless by\nthe Trust Fund (which indemnification amounts shall be payable out of the Collection Account or the applicable Whole Loan Custodial Account\nif and to the extent with respect to a Serviced Whole Loan and then out of the Collection Account, provided that, to the extent\nthat the amount relates to a Serviced Whole Loan, is required under the related Co-Lender Agreement to be borne by the holder of a\nrelated Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Whole Loan Custodial\nAccount are\n\n - 417 - \n\n \n\ninsufficient to pay such indemnification, then\nthe Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to\ndeposit into the Collection Account the amount so paid from the Collection Account) against any loss, liability, penalty, fine, forfeiture,\nclaim, judgment or expense (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable legal fees\nand expenses related to the enforcement of this indemnity) incurred in connection with, or relating to, this Agreement, the Trust\nCertificates or the Uncertificated Interests, other than any such loss, liability, penalty, fine, forfeiture, claim, judgment or expense\n(including any such legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the\nperformance of its obligations or duties hereunder or by reason of negligent disregard of its obligations or duties hereunder, in each\ncase by the Person being indemnified, (ii) with respect to any such party, resulting from the breach by such party of any of its\nrepresentations or warranties contained herein, (iii) specifically required to be borne by the party seeking indemnification without\nright of reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that is otherwise reimbursable hereunder.\nNone of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be\nunder any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this\nAgreement and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and neither\nthe Operating Advisor nor the Asset Representations Reviewer may prosecute on behalf of the Trust or in the interests of the Trust Certificateholders\nor the Uncertificated Interest Owners any legal action related to its duties under this Agreement under any circumstances; provided,\nhowever, that each of the Depositor, the Master Servicer and the Special Servicer may in its discretion undertake any such action\nrelated to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties\nof the parties hereto and the interests of the Trust Certificateholders and the Uncertificated Interest Owners hereunder. In such event,\nthe reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities\nof the Trust Fund (payable out of the Collection Account or the applicable Whole Loan Custodial Account if and to the extent with respect\nto a Serviced Whole Loan and then out of the Collection Account, provided that to the extent that the amount relates to a Serviced Whole\nLoan, is required under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid\nfrom the Collection Account because funds on deposit in the applicable Whole Loan Custodial Account are insufficient to pay such indemnification,\nthen the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan\nto deposit into the Collection Account the amount so paid from the Collection Account), and the Depositor, the Master Servicer and the\nSpecial Servicer shall be entitled to be reimbursed therefor from the Collection Account or the applicable Whole Loan Custodial Account,\nas applicable, as provided in Section 3.06 and Section 3.06A of this Agreement.\n\nEach of the related Outside\nServicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be entitled to reimbursement out of\ngeneral collections in the Collection Account for the Trust’s *pro rata* share of any fees, costs or expenses incurred in connection\nwith the servicing and administration of an Outside Serviced Whole Loan as to which the securitization trust created under the applicable\nOutside Servicing Agreement or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the applicable Outside\nServicing Agreement and the related Co-Lender Agreement (to the extent amounts on deposit in the related “Serviced Whole Loan\nCustodial Account” or “Whole Loan Custodial Account” (as\n\n - 418 - \n\n \n\neach such term or any analogous term is defined\nin the applicable Outside Servicing Agreement) are insufficient for reimbursement of such amounts).\n\nSection 6.04          \nLimitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.\n\n(a)               \nEach of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective\nduties and obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate Administrator\n(who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in accordance with Section 4.02(a)),\nthe Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan Holders and, for posting to the\nRule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5\nInformation Provider; provided that, with respect to any of the Master Servicer or the Special Servicer: (i) the successor\naccepting such assignment and delegation (A) shall be an established mortgage finance entity, bank or other entity regularly engaged\nin the servicing of commercial mortgage loans, organized and doing business under the laws of any state of the United States, the District\nof Columbia or the United States, authorized under such laws to perform the duties of a servicer of mortgage loans or a Person resulting\nfrom a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement and, in the case of a Serviced\nWhole Loan, under the related Co-Lender Agreement and (B) shall execute and deliver to the Trustee and the Certificate Administrator\nan agreement which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition\nto be performed or observed by the Master Servicer or the Special Servicer, as the case may be, under this Agreement from and after the\ndate of such agreement; (ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master\nServicer or the Special Servicer shall not be released from its obligations under this Agreement that arose prior to the effective date\nof such assignment and delegation under this Section 6.04; (iv) the rate at which the Servicing Fee or Special Servicing\nCompensation, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; (v) for so long\nas no Control Termination Event has occurred and is continuing, the successor Special Servicer is acceptable to the Controlling Class\nRepresentative (and, if a Serviced Outside Controlled Whole Loan is affected, the successor Special Servicer is acceptable to the related\nOutside Controlling Note Holder); (vi) the resigning Master Servicer or Special Servicer, as applicable, shall be responsible for\nthe reasonable costs and expenses of each other party hereto, the Trust and the Rating Agencies in connection with such transfer; (vii)\nnone of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates shall in any event be appointed as successor\nMaster Servicer or Special Servicer; and (viii) none of any Subsequent Third Party Purchaser, any Loan-Specific Third Party Purchaser\nor any of its Risk Retention Affiliates shall in any event be appointed as successor Master Servicer. Upon acceptance of such assignment\nand delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer, as applicable, hereunder.\n\n(b)              \nExcept as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master\nServicer and the Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except upon determination\nthat such duties hereunder are no longer permissible under applicable law; provided that, on and after the time the Trustee receives\nnotice of resignation by the Master Servicer or the Special Servicer upon\n\n - 419 - \n\n \n\ndetermination that such duties hereunder are\nno longer permissible under applicable law, the Trustee (solely with respect to the Master Servicer or the Special Servicer) shall, subject\nto the terms and provisions of Section 7.02 of this Agreement as if the resigning party was a Terminated Party, be its successor\nin all respects in its capacity as Master Servicer or Special Servicer, as applicable, as though the Master Servicer or the Special Servicer,\nas the case may be, had received a notice of termination. Any such determination permitting the resignation of the Master Servicer or\nthe Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s or\nSpecial Servicer’s expense) to such effect delivered to the Trustee and the Certificate Administrator.\n\nExcept as provided in the\nimmediately preceding paragraph, no resignation or removal of the Master Servicer or the Special Servicer as contemplated herein shall\nbecome effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer) or a successor Master Servicer\nor successor Special Servicer shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities,\nduties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein, none of the Operating Advisor, the Asset\nRepresentations Reviewer nor any of their Affiliates may be appointed as successor Master Servicer or Special Servicer. If no successor\nMaster Servicer or Special Servicer can be obtained to perform such obligations for the same compensation to which the terminated Master\nServicer or Special Servicer would have been entitled, additional amounts payable to such successor Master Servicer or Special Servicer\nshall be payable out of the Trust; provided that, for so long as no Consultation Termination Event has occurred and is continuing,\nthe Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor Master Servicer, Special Servicer\nor Operating Advisor at a servicing or operating advisor compensation in excess of that permitted to the terminated Master Servicer, Special\nServicer or Operating Advisor, as applicable.\n\nIf the Trustee or an Affiliate\nacts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing Fee Rate to\nthe extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market\nrate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer other than itself or an Affiliate\npursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion\nof the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 6.04.\n\n(c)               \nThe Operating Advisor may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’\nprior written notice to the parties to this Agreement, any applicable Directing Holder and any applicable Consulting Parties and (b) upon\nthe appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and\nreceipt by the Trustee of Rating Agency Confirmation from each Rating Agency. Except as provided in Section 6.04(d), no such\nresignation by the Operating Advisor shall become effective until a replacement Operating Advisor shall have assumed the resigning Operating\nAdvisor’s responsibilities and obligations under this Agreement. The successor entity assuming the obligations of the Operating\nAdvisor under this Agreement shall be entitled to the compensation to which the Operating Advisor would have been entitled hereunder after\nthe date of assumption of such obligations. If no successor Operating Advisor can be obtained to perform such obligations for such compensation,\nadditional amounts payable to such successor Operating\n\n - 420 - \n\n \n\nAdvisor shall be payable out of the Trust;\nprovided that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with\nthe Controlling Class Representative prior to the appointment of a successor Operating Advisor at an operating advisor compensation in\nexcess of that permitted to the terminated Operating Advisor. If no successor Operating Advisor has been appointed and accepted such appointment\nwithin 60 days after the resigning Operating Advisor’s giving of notice of resignation, the resigning Operating Advisor may\npetition any court of competent jurisdiction for appointment of a successor. The resigning Operating Advisor shall pay all costs and expenses\nassociated with its resignation and the transfer of its duties (including costs and expenses incurred by each other party hereto, the\nTrust and the Rating Agencies) pursuant to this Section 6.04.\n\n(d)              \nIn addition, in the event that, at any time following the end of the HRR Interest Transfer Restriction Period there are no Classes\nof Non-Vertically Retained Certificates or Uncertificated Interests outstanding other than the Control Eligible Certificates, the Combined\nVRR Interest, the Class S Certificates and the Class R Certificates, then all of the rights and obligations of the Operating Advisor under\nthis Agreement (other than with respect to the Trust Subordinate Companion Whole Loans) shall terminate without payment of any penalty\nor termination fee (other than any rights or obligations that accrued prior to the date of such termination (including the right to receive\nall amounts accrued and owing to it under this Agreement) and other than indemnification rights arising out of events occurring prior\nto such termination). If the Operating Advisor is terminated pursuant to the foregoing sentence, then no replacement Operating Advisor\nshall be appointed to act in such capacity.\n\nSection 6.05          \nRights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer.\nThe Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to Section 12.13\nof this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all records maintained by it in\nrespect of its rights and obligations hereunder and access to its officers responsible for such obligations, if reasonably related to\nthe performance of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of the\nobligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor, each of\nthe Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator its\nmost recent publicly available annual financial statements or those of its public parent. The Depositor is not obligated to monitor or\nsupervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the\nCertificate Administrator or the Trustee under this Agreement. The Depositor may, but is not obligated to, enforce the obligations of\nthe Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee\nto perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided that the Master Servicer\nand the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its\ndesignee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection\nAccount as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the\nMaster Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master\nServicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility\nor liability for any action or\n\n - 421 - \n\n \n\nfailure to act by the Master Servicer or the\nSpecial Servicer, and no such Person is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer\nunder this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall have any responsibility or liability for\nany action or failure to act by the Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor\nor supervise the performance of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.\n\nEach of the Trustee, the\nCertificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and\ninformation as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special\nServicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided that for the avoidance\nof doubt, this shall not require any Person to prepare any reports, certificates and information not required to be prepared hereunder.\n\nNeither the Master Servicer\nnor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.\n\nSection 6.06          \nMaster Servicer, Special Servicer as Owner of a Trust Certificate. The Master Servicer or an Affiliate of the Master Servicer\nor the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate, Certificate\nOwner) of any Trust Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate\nthereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the Special Servicer or an\nAffiliate of the Master Servicer or the Special Servicer is the Holder or Certificate Owner of any Trust Certificate, the Master Servicer\nor the Special Servicer proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly\nprohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate\nthe Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good\nfaith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may seek\nthe approval of the Trust Certificateholders and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee\nand the Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06,\n(ii) identifies the Percentage Interest in each Class of Trust Certificates beneficially owned by the Master Servicer or the Special\nServicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action that\nthe Master Servicer or the Special Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward\nit to the Trust Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate)\ntogether with such instructions for response as the Certificate Administrator shall reasonably determine. If at any time Trust Certificateholders\nholding greater than 50% of the Voting Rights of all Trust Certificateholders (calculated without regard to the Trust Certificates beneficially\nowned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder\nshall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall\nact as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator\nshall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the\nCertificate\n\n - 422 - \n\n \n\nAdministrator incurred pursuant to this paragraph.\nIt is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure\nset forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.\n\nSection 6.07          \nRating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not\nlimited to, surveillance fees.\n\nSection 6.08          \nTermination of the Special Servicer.\n\n(a)               \n(i)                         With respect to applicable Serviced Loan(s) or Serviced Whole Loan, the applicable Directing Holder shall be entitled to\nterminate the rights (subject to Section 3.12, Section 6.03, Section 6.08(b) and Section 6.08(g)\nof this Agreement) and obligations of the Special Servicer under this Agreement with respect to such Serviced Loan(s) or Serviced Whole\nLoan, as applicable, with or without cause, upon ten (10) Business Days’ notice to the applicable Special Servicer, the Master Servicer,\nthe Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with respect to a Serviced Whole\nLoan, the related Companion Loan Holder(s); provided that, if the Controlling Class Representative is the applicable Directing Holder\nand it elects to effect such a termination, it shall do so with respect to all of the Serviced Loans as to which it is the applicable\nDirecting Holder.\n\nUpon a termination (pursuant\nto the first paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this Agreement)\nof the Special Servicer with respect to any Serviced Loan(s) or Serviced Whole Loan, the applicable Directing Holder shall appoint a successor\nSpecial Servicer with respect to such Serviced Loan(s) or the related Serviced Whole Loan, as the case may be; provided, however,\nthat (A) such successor shall meet the requirements set forth in Section 7.02 of this Agreement, (B) the applicable Directing\nHolder shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation\nfrom each Rating Agency with respect to such proposed successor acting as a Special Servicer and (C) in the case of the appointment of\na successor Special Servicer with respect to a Serviced Whole Loan, the applicable Directing Holder shall (at no expense to the Trust\nor any related Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for each related\nOther Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation\nwith respect to such proposed successor acting as a Special Servicer for each related Serviced Companion Loan.\n\n(ii)                            The procedures\nfor removing the Special Servicer (other than with respect to any Serviced Outside Controlled Whole Loan and any Trust Subordinate Companion\nWhole Loan) if a Control Termination Event has occurred and is continuing shall be as follows: Upon (A) the written direction\nof Holders of Certificates evidencing not less than 25% of the Pooled Voting Rights of all the Certificates requesting a vote to terminate\nand replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Whole Loan and\nany Trust Subordinate Companion Whole Loan) with a proposed successor Special Servicer, (B) payment by such Holders to the Certificate\nAdministrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such\nvote and (C) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency\n\n - 423 - \n\n \n\nConfirmation from each Rating Agency\nwith respect to the termination of the existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable\nfees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be an expense of such Holders),\nthe Certificate Administrator shall promptly provide written notice of the requested vote to all Certificateholders and the Uncertificated\nVRR Interest Owner by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate Register.\nUpon the affirmative vote of (a) the Holders of Certificates evidencing at least 66-2/3% of the Pooled Voting Rights allocable to\nthe Certificates of those Holders that voted on such matter (provided that Holders representing the applicable Certificateholder\nQuorum vote on the matter) or (b) the Holders of Certificates that are Non-Reduced Certificates evidencing more than 50% of the\nPooled Voting Rights allocable to each such Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject\nto Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special\nServicer under this Agreement with respect to the applicable Serviced Loans (other than any Serviced Outside Controlled Whole Loan and\nany Trust Subordinate Companion Whole Loan) and appoint the proposed successor Special Servicer, and the proposed successor Special Servicer\nshall succeed to the duties of the Special Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Whole\nLoan and any Trust Subordinate Companion Whole Loan) all as if a removal and replacement were occurring pursuant to Section 7.01\nand Section 7.02 of this Agreement; provided that if such affirmative vote is not achieved within 180 days of\nthe initial request for a vote to terminate and replace the Special Servicer, then such vote shall have no force and effect. The provisions\nset forth in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders\nand the Trustee as between each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or\nalleged breach of such provisions. As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders\nshall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Special Servicer. The Certificate\nAdministrator shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may access\nsuch notices on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to receive\nemail notifications when such notices are posted on the Certificate Administrator’s Website. Any such appointment of a successor\nSpecial Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Whole Loan and any Trust Subordinate Companion\nWhole Loan) based on a Certificateholder vote shall be subject to the receipt of a Rating Agency Confirmation from each Rating Agency.\nThe Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of\nposting notices of such requests.\n\n(iii)                         The procedures\nfor removing a Special Servicer with respect to a Trust Subordinate Companion Whole Loan if an applicable Control Termination Event (and\na related Control Appraisal Period with respect to such Trust Subordinate Companion Whole Loan) have occurred and are continuing, shall\nbe as follows (with references to “Applicable Certificates” in this paragraph meaning, collectively, in the aggregate,\n(1) the Certificates and (2) the related Loan-Specific Certificates): Upon (I) the written direction\n\n - 424 - \n\n \n\nof Holders of Applicable Certificates\nevidencing at least 25% of the Voting Rights of all of the Applicable Certificates requesting a vote to terminate and replace the Special\nServicer (with respect to the subject Trust Subordinate Companion Whole Loan) with a proposed successor Special Servicer, (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 and (III) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating\nAgency Confirmation from each Rating Agency addressing the removal and replacement of the Special Servicer with respect to the subject\nTrust Subordinate Companion Whole Loan (which confirmations shall be obtained at the expense of such Holders), the Certificate Administrator\nshall promptly provide written notice to all Trust Certificateholders of such request by posting such notice on its internet website and\nby mailing at their addresses appearing in the Certificate Register. Upon the affirmative vote of (a) the Holders of Applicable Certificates\nevidencing at least 66-2/3% of the Voting Rights allocable to the Applicable Certificates of those Holders that voted on such matter\n(provided that Holders representing the applicable Certificateholder Quorum vote on the matter) or (b) the Holders of Applicable Certificates\nthat are Non-Reduced Certificates or Non-Reduced Loan-Specific Certificateholders, as applicable, evidencing more than 50% of the\nVoting Rights allocable to each such Class of Applicable Certificates that are Non-Reduced Certificates or Non-Reduced Loan-Specific\nCertificates, as applicable, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement\nwith respect to the subject Trust Subordinate Companion Whole Loan and appoint the proposed successor Special Servicer; provided that\nif that affirmative vote is not achieved within 180 days of the initial request for a vote to so terminate and replace the Special\nServicer, then that vote will have no force and effect. The Certificate Administrator shall include on each Distribution Date Statement\na statement that each Trust Certificateholder and beneficial owner of Trust Certificates may access such notices on the Certificate Administrator’s\nWebsite, and each Trust Certificateholder and beneficial owner of Trust Certificates may register to receive email notifications when\nsuch notices are posted on the website. Any such appointment of a successor Special Servicer with respect to the subject Trust Subordinate\nCompanion Whole Loan based on a Trust Certificateholder vote will be subject to the receipt of a Rating Agency Confirmation. The Certificate\nAdministrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices\nof such requests.\n\n(iv)                        The procedures\nfor removing the Special Servicer solely with respect to a Trust Subordinate Companion Whole Loan if a related Loan-Specific Control\nTermination Event has occurred and is continuing and a related Control Appraisal Period is not in effect, shall be as follows: Upon (I)\nthe written direction of Holders of related Loan-Specific Certificates evidencing at least 25% of all related Loan-Specific Voting Rights\nrequesting a vote to terminate and replace the Special Servicer (solely with respect to the subject Trust Subordinate Companion Whole\nLoan) with a proposed successor Special Servicer, (II) payment by such Holders to the Certificate Administrator of the reasonable fees\nand expenses to be incurred by the Certificate Administrator in connection with administering such vote and (III) delivery by such Holders\nto the Certificate Administrator and the Trustee of a Rating Agency Confirmation from each Rating Agency addressing the removal and replacement\nof the Special Servicer with respect to the subject\n\n - 425 - \n\n \n\nTrust Subordinate Companion Whole Loan\n(which confirmations shall be obtained at the expense of such Holders), the Certificate Administrator shall promptly provide written notice\nto all related Loan-Specific Certificateholders of such request by posting such notice on its internet website and by mailing at their\naddresses appearing in the Certificate Register. Upon the affirmative vote of (a) the Holders of related Loan-Specific Certificates evidencing\nat least 75% of the related Loan-Specific Voting Rights of those Holders that voted on such matter (provided that Holders representing\na quorum of at least 66-2/3% of the related Loan-Specific Voting Rights (taking into account the allocation of any Appraisal Reduction\nAmounts to notionally reduce the Certificate Balances of the respective Classes of applicable Loan-Specific Principal Balance Certificates)\nvote on the matter) or (b) the Holders of each Class of related Loan-Specific Certificates that are Non-Reduced Loan-Specific Certificates\nevidencing more than 50% of the related Loan-Specific Voting Rights allocable to each Class of related Non-Reduced Loan-Specific Certificates,\nthe Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement with respect to the subject\nTrust Subordinate Companion Whole Loan and appoint the proposed successor Special Servicer; provided that if that affirmative vote is\nnot achieved within 180 days of the initial request for a vote to so terminate and replace the Special Servicer with respect to the subject\nTrust Subordinate Companion Whole Loan, then that vote will have no force and effect. The Certificate Administrator will include on each\nDistribution Date Statement a statement that each related Loan-Specific Certificateholder and beneficial owner of related Loan-Specific\nCertificates may access such notices on the Certificate Administrator’s Website, and each related Loan-Specific Certificateholder\nand beneficial owner of related Loan-Specific Certificates may register to receive email notifications when such notices are posted on\nthe website. Any such appointment of a successor Special Servicer with respect to the subject Trust Subordinate Companion Whole Loan based\non a related Loan-Specific Certificateholder vote will be subject to the receipt of a Rating Agency Confirmation. The Certificate Administrator\nshall be entitled to reimbursement from the requesting Loan-Specific Certificateholders for the reasonable expenses of posting notices\nof such requests.\n\n(b)              \n(i)                                 With respect to all the Serviced Loans (as a collective matter), at any time, if the Operating Advisor determines, in its\nsole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement\nof the Special Servicer would be in the best interest of the Certificateholders and the Uncertificated VRR Interest Owners (as a collective\nwhole), the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written\nrecommendation in the form of Exhibit T attached hereto (which form may be modified or supplemented from time to time to cure\nany ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions\nof this Agreement, provided that in no event shall the information or any other content included in such written recommendation\ncontravene any provision of this Agreement) detailing the reasons supporting its position (along with relevant information justifying\nits recommendation), recommending a replacement special servicer with respect to the Serviced Loans meeting the applicable requirements\nof this Agreement, which recommended special servicer has agreed to succeed the then-current Special Servicer if appointed in accordance\nherewith, and requesting a vote on whether the existing Special Servicer should be replaced with respect to the Serviced Loans. In any\nsuch event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate\n\n - 426 - \n\n \n\nAdministrator’s Website and by mail send\nnotice of such recommendation to all Certificateholders, asking them to vote whether they wish to remove the Special Servicer with respect\nto the Serviced Loans. Upon (A) the affirmative vote of the Holders of Certificates evidencing at least a majority of the aggregate\noutstanding principal balance of the Certificates of those Holders that voted on the matter (provided that Holders representing\nthe applicable Certificateholder Quorum vote on the matter within 180 days of the initial request for a vote (which, for the avoidance\nof doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders)) and (B) receipt of Rating Agency\nConfirmation from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (A), the Trustee\nshall (x) terminate all of the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g)\nof this Agreement) and obligations of the Special Servicer under this Agreement with respect to the Serviced Loans, (y) appoint the recommended\nsuccessor Special Servicer with respect to the Serviced Loans, and (z) promptly notify such outgoing Special Servicer of the effective\ndate of such termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency\nConfirmation and administering such vote shall be an Additional Trust Fund Expense payable out of collections on the Mortgage Loans. If\nsuch affirmative vote of the Holders of the required Certificates contemplated by clause (A) of the second preceding sentence is\nnot achieved within 180 days of the initial request for such vote (which, for the avoidance of doubt, is the date on the which the\naforementioned notice was mailed to the Certificateholders), then the Trustee shall have no obligation to remove the Special Servicer\nand such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement special servicer, such replacement\nspecial servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement with respect to the Serviced\nLoans, and to act as the Special Servicer’s successor hereunder.\n\n(ii)                            In addition,\nwith respect to a Trust Subordinate Companion Whole Loan, following the occurrence and during the continuance of a related Loan-Specific\nControl Termination Event (or, if the related Trust Subordinate Companion Loan Securitization Transaction is an EHRI Trust Subordinate\nCompanion Loan Securitization, at any time), if the Operating Advisor determines, in its sole discretion exercised in good faith, that\n(1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the\nbest interest of the related Loan-Specific Certificateholders and any related Loan-Specific Uncertificated Interest Owner (as a collective\nwhole), the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a\nwritten recommendation in the form of Exhibit T attached hereto (which form may be modified or supplemented from time to\ntime to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and\nprovisions of this Agreement, provided that in no event shall the information or any other content included in such written recommendation\ncontravene any provision of this Agreement) detailing the reasons supporting its position (along with relevant information justifying\nits recommendation), recommending a replacement special servicer with respect to the subject Trust Subordinate Companion Whole Loan,\nmeeting the applicable requirements of this Agreement, which recommended special servicer has agreed to succeed the then-current\napplicable Special Servicer with respect to the subject Trust Subordinate Companion Whole Loan if appointed in accordance herewith, and\nrequesting a vote on whether the existing Special Servicer should be replaced with respect to the subject Trust Subordinate\n\n - 427 - \n\n \n\nCompanion Whole Loan. In any such event,\nthe Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s Website and by\nmail send notice of such recommendation to all of the related Loan-Specific Certificateholders and any related Loan-Specific Uncertificated\nInterest Owner, asking them to vote whether they wish to remove the Special Servicer with respect to the subject Trust Subordinate Companion\nWhole Loan. Upon (A) the affirmative vote of the Holders of the related Loan-Specific Principal Balance Certificates evidencing\nat least a majority of the aggregate outstanding principal balance of such Loan-Specific Principal Balance Certificates of those Holders\nthat voted on the matter (provided that Holders representing the applicable Certificateholder Quorum vote on the matter within 180 days\nof the initial request for a vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to\nthe related Loan-Specific Certificateholders)) and (B) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate\nAdministrator following satisfaction of the foregoing clause (A), the Trustee shall (x) terminate all of the rights (subject\nto Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special\nServicer under this Agreement with respect to the subject Trust Subordinate Companion Whole Loan, (y) appoint the recommended successor\nSpecial Servicer with respect to the subject Trust Subordinate Companion Whole Loan and (z) promptly notify such outgoing Special\nServicer of the effective date of such termination. The reasonable fees and out of pocket costs and expenses associated with obtaining\nsuch Rating Agency Confirmation and administering such vote shall be an Additional Trust Fund Expense payable out of collections on the\nrelated Trust Subordinate Companion Loan. If such affirmative vote of the Holders of the required related Loan-Specific Certificates\ncontemplated by clause (A) of the second preceding sentence is not achieved within 180 days of the initial request for such\nvote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the related Loan-Specific\nCertificateholders), then the Trustee shall have no obligation to remove the applicable Special Servicer and such recommendation shall\nlapse and have no force or effect. Prior to the appointment of any replacement special servicer, such replacement special servicer shall\nhave agreed to succeed to the obligations of the applicable Special Servicer under this Agreement with respect to the subject Trust Subordinate\nCompanion Whole Loan, and to act as the applicable Special Servicer’s successor hereunder.\n\n(iii)                         No penalty or\nfee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).\nIf the entity acting as Special Servicer is terminated pursuant to this Section 6.08(b), then (notwithstanding anything\nherein to the contrary) the terminated party may not subsequently be re-appointed as the Special Servicer hereunder with respect\nto the Serviced Loan(s) or Serviced Whole Loan(s), as applicable, as to which it was terminated pursuant to this Section 6.08(b),\nany other section of this Agreement or any Co-Lender Agreement.\n\n(c)               \nIn no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any\nAffiliate of such current or former Operating Advisor or Asset Representations Reviewer. Further, such successor must be a Person that\n(i) satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement and, in the case of\na Serviced Whole Loan, in the related Co-Lender Agreement, (ii) is not obligated or allowed to pay the Operating Advisor (x) any\nfees or otherwise compensate the\n\n - 428 - \n\n \n\nOperating Advisor in respect of its obligations\nunder this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation by the Operating Advisor\nfor the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive any compensation from the Operating\nAdvisor and (iv) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer,\nin each case, unless expressly approved by 100% of the Trust Certificateholders.\n\n(d)              \nThe appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Back-Up Advancing Agent of\ntheir respective obligations to make Advances as set forth herein; provided, however, the initial Special Servicer specified\nin Section 3.21(a) of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer.\nAny termination fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer\nin connection with the replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Trust Certificateholders\nor the Serviced Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.\n\n(e)               \nNo termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor\nSpecial Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains an assumption\nby such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Special\nServicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if applicable, each related Other Depositor,\nOther Trustee, Other Servicer and Other Special Servicer shall have received the written notice and information with respect to the successor\nSpecial Servicer as set forth in Section 10.02(a) and (iii) subject to Section 12.13 of this Agreement, each\nRating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to\nSection 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and their\nrespective counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each case with\nrespect to such termination and appointment of a successor.\n\n(f)               \nAny successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a)\nof this Agreement mutatis mutandis as of the date of its succession.\n\n(g)              \nIn the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in\nwriting to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage\nLoan(s) and/or Serviced Whole Loan(s) and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a Trust\nCertificateholder and any rights or obligations that accrued prior to the date of such termination or that survive termination (including,\nwithout limitation, the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on\nsuch amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the\ndate of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing\nWorkout Fees in accordance with the terms hereof).\n\n - 429 - \n\n \n\n(h)              \nIf (1) a replacement special servicer is appointed with respect to any Serviced Whole Loan or related REO Property in accordance\nwith Article VII or this Section 6.08 or (2) an Excluded Mortgage Loan Special Servicer is appointed with respect to\nan Excluded Special Servicer Mortgage Loan, there may be additional parties acting as Special Servicer hereunder. Accordingly, unless\nthe context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder\nor the performance of such duties and obligations, the term “Special Servicer” shall mean (A) the applicable Whole Loan Special\nServicer, insofar as such duties and obligations relate to the subject Serviced Whole Loan or any related REO Property, (B) the applicable\nExcluded Mortgage Loan Special Servicer, insofar as such duties and obligations relate to the subject Excluded Special Servicer Mortgage\nLoan or any related REO Property and (C) the General Special Servicer, in all other cases (provided, that in Section 3.15,\nSection 6.08(j) and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Whole\nLoan Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer); (ii) when used in\nthe context of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special\nServicer” shall mean (A) the applicable Whole Loan Special Servicer, insofar as such information, funds, documents, instruments\nand/or other items relate to the subject Serviced Whole Loan or any related REO Property, (B) the applicable Excluded Mortgage Loan\nSpecial Servicer, insofar as such information, funds, documents, instruments and/or other items relate to the subject Excluded Special\nServicer Mortgage Loan or any related REO Property and (C) the General Special Servicer, in all other cases; (iii) when used\nin the context of granting the Special Servicer the right to purchase all of the Trust Loans and all other property held by the Trust\nFund pursuant to Section 9.01 of this Agreement, the term “Special Servicer” shall mean the General Special Servicer\nonly; (iv) when used in the context of granting the Special Servicer the right to purchase a Trust Subordinate Companion Loan and related\nproperty held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer” shall\nmean the Special Servicer of the related Trust Subordinate Companion Whole Loan only; (v) when used in the context of the Special\nServicer being replaced pursuant to this Section 6.08 by the applicable Directing Holder or the applicable Trust Certificateholders,\nthe term “Special Servicer” shall mean the General Special Servicer, the applicable Whole Loan Special Servicer or the applicable\nExcluded Mortgage Loan Special Servicer, as applicable; (vi) when used in the context of granting the Special Servicer any protections,\nlimitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer” shall mean each of the Whole\nLoan Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer; and (vii) when used in\nthe context of requiring indemnification from, imposing liability on, or exercising any remedies against, the Special Servicer for any\nbreach of a representation, warranty or covenant hereunder or for any negligence, bad faith or willful misconduct in the performance of\nduties and obligations hereunder or any negligent disregard of such duties and obligations or otherwise holding the Special Servicer responsible\nfor any of the foregoing, the term “Special Servicer” shall mean the applicable Whole Loan Special Servicer, the applicable\nExcluded Mortgage Loan Special Servicer or the General Special Servicer, as applicable.\n\n(i)                \nReferences in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of\nspecial servicer with respect to the Mortgage Pool (exclusive of (A) any Serviced Whole Loan or related REO Property as to which a different\nWhole Loan Special Servicer has been appointed with respect thereto and (B) any Excluded Special\n\n - 430 - \n\n \n\nServicer Mortgage Loan or any related REO Property\nas to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).\n\n(j)                \nNotwithstanding anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge\nthat it is, or has become, a Borrower Party with respect to any Mortgage Loan or Whole Loan, then the Special Servicer shall resign in\nsuch capacity with respect to such Excluded Special Servicer Mortgage Loan. The applicable Directing Holder shall appoint (and replace\nwith or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special Servicer, for the related Excluded\nSpecial Servicer Mortgage Loan in accordance with this Agreement. If an Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage\nLoan, the largest Controlling Class Certificateholder (by Certificate Balance) that is not an Excluded Controlling Class Holder shall\nbe entitled to appoint (and replace with or without cause) the Excluded Mortgage Loan Special Servicer for the related Excluded Special\nServicer Mortgage Loan in accordance with this Agreement. If a Control Termination Event has occurred and is continuing, neither the Controlling\nClass Representative nor any other Controlling Class Certificateholder shall be entitled to remove or replace the Special Servicer with\nrespect to any Excluded Special Servicer Mortgage Loan. If a Control Termination Event has occurred and is continuing but prior to the\noccurrence and continuance of a Consultation Termination Event, the largest Controlling Class Certificateholder that is not an Excluded\nControlling Class Holder shall have the right to appoint the Excluded Mortgage Loan Special Servicer. If there is no applicable Directing\nHolder entitled to appoint an Excluded Mortgage Loan Special Servicer for an Excluded Special Servicer Mortgage Loan (or if there is an\napplicable Directing Holder so entitled but it has not appointed a replacement special servicer for the related Excluded Special Servicer\nMortgage within 30 days), then the Certificate Administrator shall provide written notice to the resigning Special Servicer that\nsuch Excluded Mortgage Loan Special Servicer has not been appointed and such resigning Special Servicer shall use reasonable efforts to\nappoint such Excluded Mortgage Loan Special Servicer. The resigning Special Servicer shall not have any liability for the actions or inactions\nof the newly appointed Excluded Mortgage Loan Special Servicer, and absent willful misconduct, bad faith, fraud or negligence on the part\nof such resigning Special Servicer, the resigning Special Servicer and its directors, members, managers, officers, employees and agents\nshall be entitled to be indemnified by the Trust against any and all losses or liability incurred in connection with any legal action\nresulting from the actions or inactions of the Excluded Mortgage Loan Special Servicer. It shall be a condition to the appointment of\nany such Excluded Mortgage Loan Special Servicer that (i) such Excluded Mortgage Loan Special Servicer has delivered a Rating Agency\nConfirmation with respect such appointment to the Certificate Administrator and the Trustee and, if the related Excluded Special Servicer\nMortgage Loan is part of a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation with respect to such appointment to the certificate\nadministrator (if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator and the\nTrustee), (ii) such Excluded Mortgage Loan Special Servicer satisfies all of the eligibility requirements applicable to the Special\nServicer set forth in this Agreement and (iii) such Excluded Mortgage Loan Special Servicer delivers to the Depositor (and the Certificate\nAdministrator) and any applicable Other Depositor (and any applicable Other Exchange Act Reporting Party), the information, if any, required\nunder Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Mortgage Loan Special Servicer.\nFor the avoidance of doubt, the newly appointed Excluded Mortgage Loan Special Servicer (and not the resigning Special Servicer) shall\nbe the party responsible to comply with the conditions of the previous sentence.\n\n - 431 - \n\n \n\nIf at any time the Person\nthat had acted as the Special Servicer for any Mortgage Loan or Whole Loan prior to such Mortgage Loan or Whole Loan, as the case may\nbe, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation, as a result of the\nrelated Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Mortgage Loan) with respect to such\nMortgage Loan or Whole Loan, as the case may be, (1) the related Excluded Mortgage Loan Special Servicer shall resign, (2) such Mortgage\nLoan or Whole Loan, as the case may be, shall no longer be an Excluded Special Servicer Mortgage Loan, (3) such original Special Servicer\nshall become the Special Servicer again for such Mortgage Loan or Whole Loan, as the case may be, and (4) such original Special Servicer\nshall be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such Mortgage Loan\nor Whole Loan, as the case may be, earned during such time on and after such Mortgage Loan or Whole Loan, as the case may be, is no longer\nan Excluded Special Servicer Mortgage Loan.\n\nThe Excluded Mortgage Loan\nSpecial Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan\nand will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such Excluded\nSpecial Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special Servicer and during such time as the\nrelated Mortgage Loan or Whole Loan is an Excluded Special Servicer Mortgage Loan (provided that the Special Servicer shall remain\nentitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to the Mortgage Loans and Serviced\nWhole Loans that are not Excluded Special Servicer Mortgage Loans during such time).\n\nNotwithstanding anything\nto the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Whole Loan, the related Outside Controlling\nNote Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.\n\n(k)              \nIf a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable,\nhas actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan or an Excluded\nSpecial Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special Servicer or Special Servicer,\nas applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.\n\nSection 6.09          \nThe Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties.\n\n(a)               \nThe applicable Directing Holder shall be entitled to advise (1) the Special Servicer, with respect to the applicable Serviced\nLoan(s) that are Specially Serviced Loan(s) and (2) the Special Servicer, with respect to the applicable Serviced Loan(s) that are Performing\nServiced Loan(s), as to all Major Decisions, in each case as set forth in this Section 6.09. With respect to any Outside Serviced\nMortgage Loan, the Controlling Class Representative shall be entitled to exercise consultation and, to the extent provided in Section\n3.01(i), consent rights (if any) and attend annual meetings with the related Outside Servicer and the related Outside Special Servicer,\nin each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender\nAgreement.\n\n - 432 - \n\n \n\nIn addition, except as set\nforth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this Section 6.09(a),\n(1) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless the Master Servicer\nand the Special Servicer mutually agree that the Master Servicer shall take such action, subject to the consent of the Special Servicer,\nwho shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) (from the date\nthat the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation regarding such Major\nDecision (provided that if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to such\nMajor Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented\nto such Major Decision), and (2) the Special Servicer shall not be permitted to take, or to consent to the Master Servicer’s\ntaking, any of the actions constituting a Major Decision as to which the applicable Directing Holder has objected in writing within ten\n(10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty (20) days (or, in the case of a Serviced\nOutside Controlled Whole Loan, such other period contemplated by the related Co-Lender Agreement)) after receipt of the related Major\nDecision Reporting Package from the Special Servicer (provided that if such written objection has not been received by the Special\nServicer within such ten (10) Business Day period or twenty (20) day period (or, in the case of a Serviced Outside Controlled Whole Loan,\nsuch other period contemplated by the related Co-Lender Agreement), as applicable, then such applicable Directing Holder will be deemed\nto have approved such action).\n\nFurthermore, any applicable\nDirecting Holder (in the case of an Outside Controlling Note Holder, to the extent provided in the related Co-Lender Agreement) may direct\nthe Special Servicer to take, or to refrain from taking, such other actions with respect to any Serviced Loan as such party may reasonably\ndeem advisable or as to which provision is otherwise made herein.\n\nIn addition, prior to taking,\nor consenting to the Master Servicer’s taking of, any Major Decision, the Special Servicer shall consult (on a non-binding basis)\nwith any applicable Consulting Parties (including, with respect to the Operating Advisor when it is an applicable Consulting Party under\nthe circumstances set forth in Section 3.29 and, with respect to the Risk Retention Consultation Parties under the circumstances\nset forth in the third following paragraph and, with respect to a Serviced Companion Loan Holder, under the circumstances contemplated\nby the related Co-Lender Agreement) in connection with any Major Decision with respect to a Serviced Mortgage Loan or Serviced Whole Loan\nand consider alternative actions recommended by such Consulting Parties, but, in the case of the Controlling Class Representative when\nit is a Consulting Party, only to the extent such consultation with, or consent of, the Controlling Class Representative would have been\nrequired prior to the occurrence and continuance of a Control Termination Event; provided that each such consultation is not binding on\nthe Special Servicer; and provided, further, that the Controlling Class Representative (when it is an applicable Consulting\nParty) may consult regarding a Serviced Outside Controlled Whole Loan only if and to the extent that the holder of the related Split Mortgage\nLoan is granted consultation rights under the related Co-Lender Agreement; and provided, further, that, with respect to\nany matter for which consultation with the Controlling Class Representative is required and no response from the Controlling Class Representative\nis received within ten (10) Business Days following the later of (i) the Controlling Class Representative’s receipt of written request\nfor input on such consultation and (ii) the Controlling Class Representative’s receipt of all reasonably requested information and\n\n - 433 - \n\n \n\nall information required to be delivered to\nthe Controlling Class Representative under this Agreement with respect to such consultation, the Master Servicer or the Special Servicer,\nas applicable, shall not be obligated to consult with the Controlling Class Representative on the specific matter; provided, however,\nthat the failure of Controlling Class Representative to respond will not relieve the Master Servicer or the Special Servicer, as applicable,\nfrom using reasonable efforts to consult with Controlling Class Representative on any future matters with respect to the applicable Serviced\nMortgage Loan or Serviced Whole Loan or any other Serviced Mortgage Loan. For the avoidance of doubt, with respect to any Serviced Outside\nControlled Whole Loan (which, for the avoidance of doubt, shall include, without limitation, any Servicing Shift Whole Loan prior to the\nrelated Servicing Shift Date), the Special Servicer shall be responsible for obtaining any consent or deemed consent of the related Outside\nControlling Note Holder for “Major Decisions” (as such term or any analogous term is defined in the related Co-Lender Agreement)\nto the extent such consent is required under this Agreement or under the terms of the related Co-Lender Agreement. The Special Servicer\nshall provide all information reasonably requested by any applicable Consulting Party and in the Special Servicer's possession that is\nnecessary in order for such Consulting Party to exercise its consultation rights set forth in the first sentence of this paragraph.\n\nEach Consulting Party shall\nhave consultation rights with respect to such Mortgage Loans and/or Serviced Whole Loans and at such times and/or under such circumstances\nas contemplated by the definition of “Consulting Party”.\n\nWith respect to a Servicing\nShift Whole Loan that is a Serviced Outside Controlled Whole Loan, prior to the related Servicing Shift Date, no request for approval\nof the Controlling Class Representative shall be made on any matter related to such Servicing Shift Whole Loan, except that the Controlling\nClass Representative (prior to the occurrence and continuance of a Consultation Termination Event and only if the related Servicing Shift\nMortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any, of the holder of the related Servicing Shift\nMortgage Loan with respect to Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan set forth in the applicable\nCo-Lender Agreement. In addition, the Operating Advisor (when it is an applicable Consulting Party) will be entitled, while a Servicing\nShift Mortgage Loan is serviced hereunder, to consult on a non-binding basis with the Special Servicer and propose alternative courses\nof action and provide other feedback in respect of any Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan.\n\nWith respect to each Major\nDecision regarding a Serviced Loan as to which any applicable Directing Holder has consent or consultation rights pursuant to this Section\n6.09, the Special Servicer shall provide the related Major Decision Reporting Package to the applicable Directing Holder, simultaneously\nwith the Special Servicer’s request for the applicable Directing Holder’s consent or input regarding the related Major Decision.\nWith respect to each Major Decision regarding a Serviced Loan as to which any Risk Retention Consultation Party has consultation rights\npursuant to this Section 6.09, the Special Servicer shall provide the related Major Decision Reporting Package to such Risk Retention\nConsultation Party, simultaneously with the Special Servicer’s request for such Risk Retention Consultation Party’s input\nregarding the related Major Decision. The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor:\n(i) as to any Specially Serviced Loan, prior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, promptly\nafter the Special\n\n - 434 - \n\n \n\nServicer receives the Directing Holder’s\napproval or deemed approval of such Major Decision Reporting Package; and (ii) as to any Serviced Loan, following the occurrence and during\nthe continuance of an Operating Advisor Consultation Trigger Event, and regardless of whether a Control Termination Event is continuing,\nsimultaneously with the Special Servicer’s written request for the Operating Advisor’s input regarding the related Major Decision.\nWith respect to any particular Major Decision and related Major Decision Reporting Package provided to the Operating Advisor pursuant\nto this Section 6.09(a), the Special Servicer shall make available to the Operating Advisor one or more Servicing Officers with\nrelevant knowledge regarding the applicable Mortgage Loan and such Major Decision in order to address reasonable questions that the Operating\nAdvisor may have relating to, among other things, such Major Decision and potential conflicts of interest and compensation with respect\nto such Major Decision.\n\nIn connection with any Major\nDecision processed by the Special Servicer, the Special Servicer shall provide any final Major Decision Reporting Package prepared by\nit to the Master Servicer promptly after the Directing Holder’s approval of such final Major Decision Reporting Package.\n\nIn addition, (i) for so long\nas no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Outside Serviced Mortgage\nLoan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), and (ii) during the continuance\nof a Consultation Termination Event, with respect to any Mortgage Loan (other than any Outside Serviced Mortgage Loan or any Excluded\nRRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), the Master Servicer and the Special Servicer shall\nconsult with each Risk Retention Consultation Party on a non-binding basis in connection with any Major Decision that it is processing\n(and such other matters that are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant to\nthis Agreement which, for the avoidance of doubt, shall include the matters set forth in Sections 3.09, 3.17(m), 3.24,\n7.02 and this Section 6.09 and in the definition of “Acceptable Insurance Default”) and to consider alternative\nactions recommended by such Risk Retention Consultation Party in respect of such Major Decision (or any other matter requiring consultation\nwith such Risk Retention Consultation Party pursuant to this Agreement); provided that in the event the Master Servicer or the\nSpecial Servicer, as applicable, receives no response from a Risk Retention Consultation Party within 10 days following, in the case of\nthe Master Servicer, the Master Servicer’s delivery of information in its possession reasonably requested by such Risk Retention\nConsultation Party or, in the case of the Special Servicer, the Special Servicer’s delivery of the related Major Decision Reporting\nPackage, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with such Risk Retention Consultation\nParty on the specific matter (provided, however, that the failure of such Risk Retention Consultation Party to respond will\nnot relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with such Risk Retention\nConsultation Party on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced Whole Loan or any other Serviced\nMortgage Loan). For the avoidance of doubt, (x) no Risk Retention Consulting Party shall have any consultation rights with respect to\nany related Excluded RRCP Mortgage Loan and (y) any consultation with any Risk Retention Consultation Party under this Agreement shall\nbe on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures and timing for such consultation\nset forth in this Section 6.09.\n\n - 435 - \n\n \n\nNotwithstanding anything\nin this Agreement to the contrary, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise\nauthorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision,\nor any other matter requiring consent of, or consultation with, any applicable Directing Holder or consultation with any applicable Consulting\nParty, is necessary to protect the interests of the Trust Certificateholders, the Uncertificated Interest Owners and, with respect to\nany Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Trust Certificateholders, the\nUncertificated Interest Owners and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan Holder(s) constituted\na single lender (and, with respect to a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate\nCompanion Loan(s))), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the applicable\nDirecting Holder’s (or, if applicable, the Special Servicer’s) or any Consulting Party’s, as applicable, response.\n\nAlso notwithstanding anything\nin this Agreement to the contrary, no direction, objection, advice or consultation on the part of any applicable Directing Holder, and\nno advice or consultation from any applicable Consulting Party, contemplated by this Agreement, may require or cause the Master Servicer\nor the Special Servicer to violate the terms of any Trust Loan or Serviced Whole Loan, any provision of any related Loan Documents, any\nrelated Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation\neach of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose\nany Trust Certificateholder, any Uncertificated Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing\nthe rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with\nrespect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees or agents\nto any claim, suit or liability, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor\ntrust for federal income tax purposes, or result in the imposition of a “prohibited transaction” or “prohibited contribution”\ntax under the REMIC Provisions, or materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities\nunder this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner\nthat is not in the best interests of the Trust Certificateholders, the Uncertificated Interest Owners and/or the Serviced Companion Loan\nHolders.\n\nIn the event the Special\nServicer or Master Servicer, as applicable, determines that a refusal to consent by any applicable Directing Holder or any advice from\nany applicable Directing Holder or Consulting Party would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate\nthe terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC Provisions\nor this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall\ndisregard such refusal to consent or advice and notify in writing the applicable Directing Holder, the applicable Consulting Parties,\nthe Trustee and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,\nthe Rule 17g-5 Information Provider 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 Special Servicer in accordance with the direction of or approval of\nany applicable Directing Holder\n\n - 436 - \n\n \n\nor the recommendation of any applicable Consulting\nParty that does not violate the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, any\nlaw, the REMIC Provisions or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the\npart of the Master Servicer or the Special Servicer.\n\nFor so long as no Control\nTermination Event has occurred and is continuing, and subject to the terms of the related Co-Lender Agreement, the Controlling Class Representative\nshall be entitled, with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent\nor approval rights set forth in Section 3.01(i) of this Agreement; and for so long as no Consultation Termination Event has\noccurred and is continuing, and subject to the terms of the related Co-Lender Agreement, the Controlling Class Representative shall be\nentitled, with respect to each Outside Serviced Mortgage Loan, to exercise any consultation rights permitted under the related Co-Lender\nAgreement in respect of “Major Decisions” (or any analogous concept) and the implementation of “Asset Status Reports”\n(or any analogous concept) under, and within the meaning of, the applicable Outside Servicing Agreement and attend an annual meeting with\nthe related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside Serviced\nMortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement; provided that, after the occurrence and\nduring the continuance of an Operating Advisor Consultation Trigger Event, any such consultation rights permitted under the related Co-Lender\nAgreement in respect of “Major Decisions” (or any analogous concept) under, and within the meaning of, the applicable Outside\nServicing Agreement shall be exercised by the Controlling Class Representative jointly with the Operating Advisor.\n\nA Directing Holder will have\nno liability to the Trust Fund, the Trust Certificateholders or the Uncertificated Interest Owners for any action taken, or for refraining\nfrom the taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling\nClass Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise be imposed\nby reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations\nor duties.\n\nThe Risk Retention Consultation\nParties shall have no liability to the Trust Fund, any party to this Agreement, any Trust Certificateholders or the Uncertificated Interest\nOwners for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.\n\nEach Uncertificated Interest\nOwner and, by its acceptance of a Trust Certificate, each Trust Certificateholder acknowledges and agrees that: (i) a Directing Holder\nmay have special relationships and interests that conflict with those of Holders of one or more Classes of Trust Certificates or the Uncertificated\nInterest Owners; (ii) a Directing Holder may act solely in its own interests (or, in the case of the Controlling Class Representative,\nin the interests of the Holders of the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative, the interests\nof the Holders of the related Loan-Specific Controlling Class); (iii) a Directing Holder does not have any liability or duties to\nthe Holders of any Class of Trust Certificates or the Uncertificated Interest Owners (other than, in the case of the Controlling Class\nRepresentative, the Controlling Class or, in the case of a Loan-Specific Controlling Class\n\n - 437 - \n\n \n\nRepresentative, the related Loan-Specific Controlling\nClass); (iv) a Directing Holder may take actions that favor its own interests (or in the case of the Controlling Class Representative,\nthe interests of the Holders of the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative, the interests\nof the Holders of the related Loan-Specific Controlling Class) over the interests of the Holders of one or more other Classes of Trust\nCertificates or the Uncertificated VRR Interest Owners; and (v) a Directing Holder shall have no liability whatsoever (other than, in\nthe case of the Controlling Class Representative, to a Controlling Class Certificateholder and, in the case of a Loan-Specific Controlling\nClass Representative, to a related Loan-Specific Controlling Class Certificateholder) for having so acted as set forth in clauses (i)\nthrough (iv) of this paragraph, and that no Trust Certificateholder or Uncertificated Interest Owner may take any action whatsoever against\nany Directing Holder or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal thereof for having\nso acted; provided, however, that the rights of a Directing Holder are subject to any related mezzanine intercreditor agreement.\n\n(b)              \nNotwithstanding anything to the contrary contained herein:\n\n(i)                               after the occurrence\nand during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right to consent to any\naction taken or not taken by any party to this Agreement;\n\n(ii)                            after the occurrence\nand during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination\nEvent, the Controlling Class Representative shall remain entitled to receive any notices, reports or information to which it is entitled\npursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage Loan), and the Master Servicer,\nSpecial Servicer and any other applicable party shall consult with the Controlling Class Representative in connection with any action\nto be taken or refrained from taking with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage Loan), but only\nto the extent consultation with, or consent of, the Controlling Class Representative would have been required under such circumstances\nprior to the occurrence and continuance of such Control Termination Event; provided, however, that the Controlling Class\nRepresentative shall not be permitted to consult with respect to any Serviced AB Whole Loan while any related Subordinate Companion Loan\nHolder is the related Outside Controlling Note Holder;\n\n(iii)                         after the occurrence\nand during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have no consultation or consent\nrights hereunder and no right to receive any notices, reports or information (other than notices, reports or information required to\nbe delivered to all Trust Certificateholders) or any other rights as a Directing Holder or a Consulting Party; provided that each Controlling\nClass Certificateholder shall maintain the right to exercise Voting Rights for the same purposes as any other Trust Certificateholder\nunder this Agreement (other than with respect to Excluded Controlling Class Mortgage Loans); and\n\n(iv)                        no Person may\nexercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage Loan.\n\n - 438 - \n\n \n\n(c)               \nNotwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from\ntaking any action pursuant to instructions, directions, objections, advice or consultation from any applicable Directing Holder, any applicable\nConsulting Party or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause any one of them to\nviolate applicable law, the terms of any Mortgage Loan or Serviced Whole Loan, the related Loan Documents, this Agreement, including the\nServicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or the REMIC Provisions or that would (i) expose\nany Trust Certificateholder, the any Uncertificated Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect\nto enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase\nAgreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees\nor agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or the Special Servicer’s\nresponsibilities under this Agreement or any Co-Lender Agreement, (iii) cause any Trust REMIC to fail to qualify as a REMIC or the\nGrantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited\ntransaction” or “prohibited contribution” tax under the REMIC Provisions, or (iv) cause the Master Servicer or\nthe Special Servicer to act, or fail to act, in a manner that in the reasonable judgment of the Master Servicer or the Special Servicer,\nas the case may be, is not in the best interests of the Trust Certificateholders, the Uncertificated Interest Owners and/or the Serviced\nCompanion Loan Holders.\n\n(d)              \nEach Holder and Certificate Owner of a Control Eligible Certificate or a Loan-Specific Control Eligible Certificate is hereby deemed\nto have agreed by virtue of its purchase of such Trust Certificate (or beneficial ownership interest in such Trust Certificate) to provide\nits name and address to the Certificate Administrator and to notify the Certificate Administrator, in writing, of the transfer of any\nControl Eligible Certificate (or the beneficial ownership of any Control Eligible Certificate) or Loan-Specific Control Eligible Certificate\n(or any beneficial ownership of any Loan-Specific Control Eligible Certificate), the selection of a Controlling Class Representative or\na Loan-Specific Controlling Class Representative or the resignation or removal of the Controlling Class Representative or a Loan-Specific\nControlling Class Representative, in each such case as applicable. Any such Trust Certificateholder (or Certificate Owner) or its designee\nat any time appointed Controlling Class Representative or a Loan-Specific Controlling Class Representative, as applicable, is hereby deemed\nto have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible\nCertificate) or a Loan-Specific Control Eligible Certificate (or the beneficial ownership interest in a Loan-Specific Control Eligible\nCertificate), as applicable, to notify the Certificate Administrator in writing when such Trust Certificateholder (or Certificate Owner)\nor designee is appointed Controlling Class Representative or a Loan-Specific Controlling Class Representative, and when it is removed\nor resigns. Upon receipt of any of the notices referred to in the preceding two sentences of this Section 6.09(d), the Certificate\nAdministrator shall promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations\nReviewer and the Trustee of the identity of the Controlling Class Representative or a Loan-Specific Controlling Class Representative,\nany resignation or removal of the Controlling Class Representative or a Loan-Specific Controlling Class Representative and/or any new\nHolder or Certificate Owner of a Control Eligible Certificate or a Loan-Specific Control Eligible Certificate, in each such case as applicable.\nIn addition, upon the request of the Master Servicer,\n\n - 439 - \n\n \n\nthe Special Servicer, the Operating Advisor,\nthe Asset Representations Reviewer or the Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt\nbasis) the identity of the then-current Controlling Class or applicable Loan-Specific Controlling Class and a list of the related\nTrust Certificateholders (or Certificate Owners, if applicable, at the expense of the Trust if such expense arises in connection with\nan event as to which the Controlling Class Representative or a Loan-Specific Controlling Class Representative or the Controlling Class\nor a Loan-Specific Controlling Class has consent or consultation rights pursuant to this Agreement or in connection with a request made\nby the Operating Advisor in connection with its obligation under Section 3.29(e) of this Agreement to deliver a copy of the Operating\nAdvisor Annual Report to the Controlling Class Representative and any Loan-Specific Controlling Class Representative and otherwise at\nthe expense of the requesting party) of the Controlling Class or the applicable Loan-Specific Controlling Class to such requesting party,\nand each of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations Reviewer and the Trustee shall be entitled\nto rely on the information so provided by the Certificate Administrator.\n\nIn the event of a change\nin the Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s) (or, in the case of book-entry\nCertificates, Certificate Owners) of the Controlling Class (or any designee(s) thereof) or, if known to the Certificate Administrator,\none of its affiliates or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s), and\ndetermine whether any such entity is the Holder (or Certificate Owner) of at least a majority of the Controlling Class (in effect after\nsuch change in Controlling Class) by Certificate Balance. If at any time the current Holder (or Certificate Owner) of the Controlling\nClass (or its designee), a Loan-Specific Controlling Class (or its designee) or, if known to the Certificate Administrator, one of\nits respective Affiliates, or any successor Controlling Class Representative or Loan-Specific Controlling Class Representative or Controlling\nClass Certificateholder(s) or Loan-Specific Controlling Class Certificateholder(s) is no longer the Holder (or Certificate Owner) of at\nleast a majority of the applicable Controlling Class or Loan-Specific Controlling Class, in each case by Certificate Balance, and the\nCertificate Administrator has neither (i) received notice of the then-current Controlling Class Certificateholders or applicable\nLoan-Specific Controlling Class Certificateholders, as applicable, of at least a majority of the Controlling Class or the applicable Loan-Specific\nControlling Class, in each case by Certificate Balance, nor (ii) received notice of a replacement Controlling Class Representative\nor applicable Loan-Specific Controlling Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation\nTermination Event or a Loan-Specific Control Termination Event and a Loan-Specific Consultation Termination Event, as applicable, shall\nbe deemed to have occurred with respect to the related Serviced Loans or Serviced Whole Loan and shall be deemed to continue until such\ntime as the Certificate Administrator receives any such notice in clauses (i) or (ii).\n\nUpon receipt of notice of\na change in Controlling Class Representative, a Loan-Specific Controlling Class Representative or any Risk Retention Consultation Party,\nthe Certificate Administrator shall promptly forward notice thereof to each other party to this Agreement.\n\nOn the Closing Date, each\nof the initial Controlling Class Representative and Loan-Specific Controlling Class Representatives shall deliver (which delivery may\nbe by electronic mail) a certification substantially in the form of Exhibit M-1H to this Agreement to the Certificate\nAdministrator (who shall promptly forward such certification to the Master Servicer, the Special\n\n - 440 - \n\n \n\nServicer, the Trustee and the Operating Advisor).\nUpon the resignation or removal of the existing Controlling Class Representative or an existing Loan-Specific Controlling Class Representative,\nany successor Controlling Class Representative or applicable successor Loan-Specific Controlling Class Representative shall also deliver\na certification substantially in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall\npromptly forward such certification to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) prior to being\nrecognized as the new Controlling Class Representative or applicable new Loan-Specific Controlling Class Representative, as applicable.\n\n(e)               \nOnce a Controlling Class Representative or Loan-Specific Controlling Class Representative has been selected, each of the Master\nServicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Asset Representations Reviewer,\nthe Trustee and each other Trust Certificateholder (or Certificate Owner, if applicable) and the Uncertificated Interest Owner shall be\nentitled to rely on such selection unless a majority of the Trust Certificateholders of the Controlling Class or the applicable Loan-Specific\nControlling Class, as applicable, in each case by Certificate Balance, or such Controlling Class Representative or Loan-Specific Controlling\nClass Representative shall have notified the Certificate Administrator, the Master Servicer and each other Trust Certificateholder of\nthe Controlling Class or the applicable Loan-Specific Controlling Class, as applicable, in writing, of the resignation of such Controlling\nClass Representative or Loan-Specific Controlling Class Representative or the selection of a new Controlling Class Representative or applicable\nnew Loan-Specific Controlling Class Representative. Upon receipt of written notice of, or other knowledge of, the resignation of a Controlling\nClass Representative or Loan-Specific Controlling Class Representative, the Certificate Administrator shall request the Trust Certificateholders\nof the Controlling Class or the applicable Loan-Specific Controlling Class, as applicable, to select a new Controlling Class Representative\nor applicable new Loan-Specific Controlling Class Representative, as applicable.\n\n(f)               \nIf at any time a book-entry certificate belongs to the Controlling Class or the Loan-Specific Controlling Class, the Certificate\nAdministrator shall notify the related Certificate Owner or Certificate Owners (through the Depository, unless the Certificate Administrator\nshall have been previously provided with the name and address of such Certificate Owner or Certificate Owners) of such event and shall\nrequest that it be informed of any change in the identity of the related Certificate Owner from time to time.\n\n(g)              \nUntil it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor\nand the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity\nof (i) the Certificateholders of the Controlling Class and the Controlling Class Representative, and (ii) the Loan-Specific Certificateholders\nof a Loan-Specific Controlling Class and the applicable Loan-Specific Controlling Class Representative.\n\n(h)              \nNotwithstanding anything to the contrary contained herein, at any time when the Class F-RR Certificates are the Controlling Class,\nthe Holder of more than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or appoint a Controlling Class\nRepresentative and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of\nthe Controlling Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor, Certificate\nAdministrator,\n\n - 441 - \n\n \n\nTrustee, Master Servicer, Special Servicer\nand Operating Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”).\nWhenever such waiver by an Opting-Out Party is in effect, (1) a Control Termination Event and a Consultation Termination Event shall\nbe deemed to have occurred and be continuing; and (2) the rights of the holder of more than 50% of the Class F-RR Certificates (by Certificate\nBalance), if the Class F-RR Certificates are the Controlling Class, to act as or appoint a Controlling Class Representative and the rights\nof a Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination\nEvent is or would otherwise then be in effect). Any such waiver shall remain effective with respect to such Holder and such Class until\nsuch time as either (x) the Class F-RR Certificates are no longer the Controlling Class or (y) the Opting-Out Party has (i) sold a\nmajority of the Class F-RR Certificates (by Certificate Balance) to an unaffiliated third party and (ii) certified to the Depositor, Certificate\nAdministrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party retains no direct or\nindirect Voting Rights with respect to the Class F-RR Certificates that it transferred, (b) there is no voting agreement between the Opting-Out\nParty and the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class F-RR Certificates\nthat it transferred (such sale and certification, a “Class F-RR Transfer”). Following any such Class F-RR Transfer,\nand if the Class F-RR Certificates are still the Controlling Class, the successor holder of more than 50% of the Controlling Class (by\nCertificate Balance) shall again have the right to act as or appoint a Controlling Class Representative as set forth herein without regard\nto any prior waiver by the predecessor Certificateholder. Such successor Certificateholder shall also have the right as provided in this\nSection 6.09(h) to irrevocably waive its right to act as or appoint a Controlling Class Representative or, subject to any\nsuch limitations set forth in this Agreement (including by reason of a Control Termination Event or a Consultation Termination Event otherwise\nexisting), to exercise any of the rights of the Controlling Class Representative or to cause the exercise of any of the rights of the\nControlling Class Representative as set forth in this Agreement. No successor Certificateholder described above in this paragraph shall\nhave any consent rights with respect to any Serviced Mortgage Loan that became a Specially Serviced Loan prior to the Class F-RR Transfer\nand had not also become a Corrected Loan prior to such Class F-RR Transfer until such Serviced Mortgage Loan becomes a Corrected Loan.\n\n(i)                \nIf the Combined VRR Interest is issued, then the initial Uncertificated VRR Interest Owner, and the initial Holder of the Class\nVRR Certificates, shall each be entitled to appoint one Risk Retention Consultation Party (such that there may be two, but no more than\ntwo, Risk Retention Consultation Parties at any time) and to replace any Risk Retention Consultation Party previously appointed by it.\nIn connection therewith, having appointed themselves to act in such capacity, the initial Uncertificated VRR Interest Owner and the initial\nHolder of the Class VRR Certificates shall be the initial Risk Retention Consultation Parties and, in each such case, shall remain so\nuntil a successor is appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any existing Risk Retention\nConsultation Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially\nin the form of Exhibit M-1I to this Agreement prior to being recognized as a new Risk Retention Consultation Party. The\nparties hereto shall be entitled to assume that a Risk Retention Consultation Party has not changed absent such notice. **Notwithstanding\nanything to the contrary herein, no Combined VRR Interest shall be issued hereunder and no Risk Retention Consultation Parties shall be\nappointed hereunder.**\n\n - 442 - \n\n \n\n(j)                \nOnce a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor,\nthe Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)\nshall be entitled to rely on such selection unless such Risk Retention Consultation Party itself or the party that appointed it shall\nhave notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, in writing,\nof the selection of a new Risk Retention Consultation Party (along with contact information for such new Risk Retention Consultation Party).\n\n(k)              \nIn the event that a previously acting Risk Retention Consultation Party has resigned or been terminated and no replacement Risk\nRetention Consultation Party has been appointed by the Uncertificated VRR Interest Owner or the Holder of the Class VRR Certificates,\nas applicable, or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer,\nas applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified (along\nwith contact information) to the Master Servicer or the Special Servicer, as applicable, then until such time as the related new Risk\nRetention Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult\nwith, or provide notice to, the subject Risk Retention Consultation Party.\n\n(l)                \nEach Uncertificated Interest Owner and, by its acceptance of a Certificate, each Trust Certificateholder acknowledges and agrees\nthat: (i) each Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of one\nor more Classes of Trust Certificates or the Uncertificated Interest Owners; (ii) each Risk Retention Consultation Party may act solely\nin the interests of the Holders of the Class VRR Certificates or the Uncertificated VRR Interest Owner; (iii) no Risk Retention Consultation\nParty has any liability or duties to the Holders of any other Class of Trust Certificates; (iv) each Risk Retention Consultation Party\nmay take actions that favor interests of the Uncertificated VRR Interest Owner or the Holders of one or more Classes of Trust Certificates\nover the interests of the Holders of one or more other Classes of Trust Certificates or the Uncertificated Interest Owners; and (v) each\nRisk Retention Consultation Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through\n(iv) above, and no Trust Certificateholder or Uncertificated VRR Interest Owner may take any action whatsoever against any Risk\nRetention Consultation Party or any director, officer, employee, agent or principal of such Risk Retention Consultation Party for having\nso acted.\n\nArticle\nVII\n\nDEFAULT\n\nSection 7.01          \nServicer Termination Events.\n\n(a)               \n“Servicer Termination Event,” wherever used herein, means any one of the following events:\n\n(i)                               (A) any\nfailure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection Account or\nWhole\n\n - 443 - \n\n \n\nLoan Custodial Account or to any Serviced\nCompanion Loan Holder on the day and by the time such deposit or remittance is required to be made under the terms of this Agreement,\nwhich failure is not remedied within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to\nthe Certificate Administrator for deposit into, the Distribution Account or the Excess Interest Distribution Account any amount required\nto be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution\nDate; or\n\n(ii)                            any failure by\nthe Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to be made or to remit\nto the Master Servicer for deposit into the Collection Account or the Whole Loan Custodial Account, as applicable, any amount required\nto be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business Day after the time specified by, the\nterms of this Agreement; or\n\n(iii)                         any failure\non the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material respect any of\nits other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days (10 days\nin the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to pay the premium\nfor any insurance policy required to be maintained under this Agreement or such shorter period (not less than two (2) Business\nDays) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,\nas applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the\nMaster Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer or the Special Servicer,\nas the case may be, with a copy to each other party to this Agreement, by the Holders of Trust Certificates of any Class evidencing,\nas to such Class, not less than 25% of the Voting Rights allocable thereto, or, if affected thereby, by a Serviced Companion Loan Holder;\nprovided, however, if any such failure with a 30-day cure period is capable of being cured and the Master Servicer\nor Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days\n(provided that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial\n30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or\n\n(iv)                        any breach on\nthe part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement, which materially\nand adversely affects the interests of any Class of Trust Certificateholders, any Uncertificated Interest Owner or any Serviced Companion\nLoan Holder and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the\nsame to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate\nAdministrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee\nby the Holders of Trust Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced Companion\nLoan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the Special Servicer,\nas applicable, is diligently pursuing such cure, such 30-day period will be\n\n - 444 - \n\n \n\nextended an additional 60 days (provided\nthat the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period\nand has certified that it has diligently pursued, and is continuing to pursue, a full cure); or\n\n(v)                           a decree or order\nof a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future\nfederal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar\nofficial in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the\nwinding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special Servicer, as applicable,\nand such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days; or\n\n(vi)                        the Master Servicer\nor the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official\nin any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the\nMaster Servicer or the Special Servicer or of or relating to all or substantially all of its property; or\n\n(vii)                     the Master Servicer\nor the Special Servicer, as applicable, 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)                  Moody’s\n(or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded or withdrawn\nits rating or ratings of one or more Classes of Trust Certificates or one or more classes of Serviced Companion Loan Securities, or (B)\nplaced one or more Classes of Trust Certificates or one or more classes of Serviced Companion Loan Securities on “watch status”\nin contemplation of a rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns\nwith the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification,\ndowngrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency (or, in the case of Serviced\nCompanion Loan Securities, any Companion Loan Rating Agency), within 60 days of such event); or\n\n(ix)                          KBRA (or, in\nthe case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded or withdrawn its\nrating or ratings of one or more Classes of Trust Certificates or one or more classes of Serviced Companion Loan Securities, or (B) placed\none or more Classes of Trust Certificates or one or more classes of Serviced Companion Loan Securities on “watch status”\nin contemplation of a rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing\nconcerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such\nqualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by KBRA (or, in the case\n\n - 445 - \n\n \n\nof Serviced Companion Loan Securities,\nany Companion Loan Rating Agency), within 60 days of such event); or\n\n(x)                              with respect to\nthe Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3” from Fitch\nand that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases to have\na commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 60 days,\nas the case may be; or\n\n(xi)                          the Master Servicer\nor the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer or the Special Servicer,\nas applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall (A) for so long\nas the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver the items required to be\ndelivered by this Agreement after any applicable notice and cure period to enable the Certificate Administrator or Depositor to comply\nwith the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization Trust is subject to\nthe reporting requirements of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting items required to be delivered\nby such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant to Article X of this Agreement,\nin the case of each of clauses (A) and (B), within (a) with respect to the delivery of any item relating to a Reportable Event,\ntwo (2) Business Days of such failure to comply with Article X or (b) with respect to the delivery of any other item, five (5)\nBusiness Days of such failure to comply with Article X (any primary servicer or Sub-Servicer that defaults in accordance with\nthis Section 7.01(a)(xi) shall be terminated at the direction of the Depositor).\n\nIf a Servicer Termination\nEvent with respect to the Master Servicer or the Special Servicer shall occur and be continuing, then, and in each and every such case,\nso long as such Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written\ndirection to the Trustee from (x) the Holders of at least (A) 25% of the Pooled Voting Rights of all Certificates (other than with respect\nto the Special Servicer for a Trust Subordinate Companion Whole Loan) and (B) 25% of the Voting Rights of all Certificates and related\nLoan-Specific Certificates in the case of the Special Servicer with respect to a Trust Subordinate Companion Whole Loan, or (y) an affected\nServiced Companion Loan Holder solely with respect to the Special Servicer of the related Serviced Whole Loan, then the Trustee shall,\nterminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be a Servicer\nTermination Event with respect to the pool of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii), (ix) or (x) above if the\nfailure, default or event only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating on any\nServiced Companion Loan Securities (including any related Loan-Specific Certificates), but shall be a Servicer Termination Event with\nrespect to the related Serviced Companion Loan and: (i) in the case of any such failure, default or event on the part of the Master\nServicer, the related Serviced Companion Loan Holder or the requisite Loan-Specific Certificateholders shall have the remedies set forth\nin Section 7.01(d) with respect to the Servicer Termination Event with respect to the related Serviced Companion Loan; and\n(ii) with respect to any such failure, default or event on the part of the Special Servicer, the related Serviced Companion Loan Holder\n(or, if the Servicer\n\n - 446 - \n\n \n\nTermination Event is with respect to the Special\nServicer for any Trust Subordinate Companion Loan, the Holders of the related Loan-Specific Certificates evidencing at least 25% of the\nVoting Rights of all related Loan-Specific Certificateholders) shall be entitled to require termination of the Special Servicer with respect\nto, but only with respect to, the related Serviced Whole Loan.\n\nIn the event that the Master\nServicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, the Master Servicer\nshall also be terminated as Special Servicer.\n\n(b)              \nIf the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event\nunder Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) and if the Master Servicer\nto be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request for proposal”\nmaterials within five (5) Business Days following such termination notice, then the Master Servicer shall continue to service as\nMaster Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt\nof the “request for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal”\nmaterials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service\nthe Mortgage Loans and the Serviced Whole Loans under this Agreement from at least three (3) Persons qualified to act as a successor\nMaster Servicer hereunder in accordance with Section 6.04 (any such Person so qualified, a “Qualified Bidder”) or,\nif three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided\nthat, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further,\nthat the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the\nMortgage Loans and Serviced Whole Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below),\nas a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within\n45 days after the notice of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash\nbid (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided, however,\nthat if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such\nSuccessful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described 45-day time\nperiod) until such confirmation is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement as successor\nMaster Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master Servicer.\n\nUpon the assignment and acceptance\nof master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful Bidder,\nthe Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c) of this\nAgreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred\nin connection with obtaining such bid and transferring servicing).\n\nThe Master Servicer to be\nterminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses\nincurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Whole Loans, which\n\n - 447 - \n\n \n\nexpenses are not reimbursed to the party that\nincurred such expenses pursuant to the preceding paragraph.\n\nIf the Successful Bidder\nhas not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder was\nidentified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c) shall\nreimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such\nbid process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter may act or\nmay select a successor to act as Master Servicer hereunder in accordance with Section 7.02.\n\n(c)               \nIn the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee\nshall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),\nterminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Whole Loans and the proceeds\nthereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Trust Certificateholder and any rights\nor obligations that accrued prior to the date of such termination or that survive such termination (including the right to receive all\namounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such\namounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the\nbenefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt\nby the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Trust\nCertificates (except that the Terminated Party shall retain its rights as a Trust Certificateholder in the event and to the extent that\nit is a Trust Certificateholder) or the Mortgage Loans and Serviced Whole Loans or otherwise, shall pass to and be vested in the Trustee\npursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,\non behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments,\nand to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether\nto complete the transfer and endorsement or assignment of the Mortgage Loans and Serviced Whole Loans and related documents, or otherwise.\nThe Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01,\nto promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee\n(or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor Master\nServicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with all documents\nand records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b)\nof this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02\nof this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume its functions hereunder, and to\ncooperate with the Trustee and the successor to its responsibilities hereunder in effecting the termination and transfer of its responsibilities\nand rights hereunder, including, without limitation, the transfer to the successor Master Servicer or successor Special Servicer or the\nTrustee, as applicable, for administration by it of all cash amounts which shall at the time be or should have been credited by the Master\nServicer or the Special Servicer to the Collection Account, any Whole Loan Custodial Account, any REO Account or Lock-Box Account\nshall thereafter be received with\n\n - 448 - \n\n \n\nrespect to the Mortgage Loans and Serviced\nWhole Loans, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer (which may include the Trustee),\nas applicable, all documents and records reasonably requested by it, such documents and records to be provided in such form as the Trustee\nor such successor Master Servicer or Special Servicer shall reasonably request (including electromagnetic form), to enable it to assume\nthe Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses actually incurred by the\nTrustee, the Certificate Administrator or the successor Master Servicer or successor Special Servicer in connection with transferring\nMortgage Files, Servicing Files and related information, records and reports to the successor Master Servicer or Special Servicer and\namending this Agreement to reflect (as well as providing appropriate notices to Mortgagors, ground lessors, insurers and other applicable\nthird parties regarding) such succession as successor Master Servicer or successor Special Servicer pursuant to this Section 7.01\nshall be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation\nof such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee,\nthe Certificate Administrator or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation\nof reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby\nbe relieved of its liability for such expenses.\n\n(d)              \nNotwithstanding Section 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part\nof the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related\nServiced Companion Loan Securities (including any related Loan-Specific Certificates) and the Master Servicer is not otherwise terminated\nin accordance with Section 7.01(a) and Section 7.01(c), or (2) a Servicer Termination Event on the part of the\nMaster Servicer occurs that affects only a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class\nof the related Serviced Companion Loan Securities (including any related Loan-Specific Certificates), then the Master Servicer may not\nbe terminated by or at the direction of the related Serviced Companion Loan Holder or the Holders of any Loan-Specific Certificates in\naccordance with Section 7.01(a), but at the written direction of the related Serviced Companion Loan Holder or of Holders of related\nLoan-Specific Certificates evidencing at least 25% of the Voting Rights of all related Loan-Specific Certificateholders, the Master Servicer\nshall appoint, within 30 days of such direction, a sub-servicer (or, if the related Serviced Whole Loan is currently being sub-serviced,\nto replace, within 30 days of such direction, the then current sub-servicer with a new sub-servicer). In connection with\nthe Master Servicer’s appointment of any sub-servicer at the direction of a Serviced Companion Loan Holder or the requisite\nHolders of related Loan-Specific Certificates in accordance with this Section 7.01(d), the Master Servicer shall obtain a\nRating Agency Confirmation from each Rating Agency. The related sub-servicing agreement shall provide that any sub-servicer appointed\nby the Master Servicer at the direction of a Serviced Companion Loan Holder or the requisite Holders of related Loan-Specific Certificates\nin accordance with this Section 7.01(d) shall be responsible for all duties of the Master Servicer under this Agreement with\nrespect to the related Serviced Whole Loan. Such sub-servicing agreement (a) may be terminated without cause and without payment of\nany fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer under a separate servicing agreement\nfor the applicable Serviced Whole Loan in the event that such Serviced Whole Loan is no longer to be serviced and administered hereunder,\nwhich separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing\n\n - 449 - \n\n \n\ncompensation provisions substantially similar\nto the corresponding provisions of this Agreement, except for the fact that the applicable Serviced Whole Loan and the related Mortgaged\nProperties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If any sub-servicer\nappointed by the Master Servicer at the direction of a Serviced Companion Loan Holder or the requisite Holders of related Loan-Specific\nCertificates in accordance with this Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall\nbe required to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In the event a successor Master\nServicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.01(d),\nthe terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer\nshall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.\n\n(e)               \nIf the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which,\nfor the purposes of this subsection (e), shall include any publications by any Rating Agency of which the Trustee, the Certificate\nAdministrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from any Rating Agency that the\nMaster Servicer or the Special Servicer no longer is an approved master servicer or approved special servicer, as applicable, then such\nparty shall promptly notify the others, and the Certificate Administrator shall notify the related Serviced Companion Loan Holder, to\nthe extent known to the Certificate Administrator, of the same.\n\nSection 7.02          \nTrustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a notice\nof termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section 7.02,\nbe its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the transactions set\nforth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability\nand liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions\nhereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations\nwith respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing,\nsuch duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks,\ninformation or moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor\nSpecial Servicer, shall be indemnified to the full extent provided the Master Servicer or Special Servicer, as applicable, under this\nAgreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master Servicer\nor successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer which may have arisen\nprior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the representations, liabilities\nor warranties of the Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of\nthe predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the\nMaster Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan\nor Serviced Whole Loan hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall\nbe entitled to the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced\nCompanion\n\n - 450 - \n\n \n\nLoans that accrue after the date of the Trustee’s\nsuccession to which the Master Servicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, as applicable,\nhad continued to act hereunder. In the event any Advances made by the Master Servicer and the Back-Up Advancing Agent shall at any time\nbe outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder\nshall be applied entirely to the Advances made by the Back-Up Advancing Agent (and the accrued and unpaid interest thereon), until such\nAdvances and interest shall have been repaid in full. Notwithstanding the above and subject to Section 6.08, the Trustee may,\nif it shall be unwilling to so act, or shall, if it is unable to so act, or if the Holders of (i) in the case of the Master Servicer,\nTrust Certificates entitled to at least 25% of the aggregate Voting Rights, or (ii) in the case of the Special Servicer with respect to\nall the Serviced Loans other than a Trust Subordinate Companion Whole Loan, Certificates entitled to at least 25% of the aggregate Pooled\nVoting Rights and (iii) in the case of the Special Servicer with respect to a Trust Subordinate Companion Whole Loan, Certificates and\nrelated Loan-Specific Certificates entitled to at least 25% of the Voting Rights of all Certificates and related Loan-Specific Certificates,\nso request in writing to the Trustee, or if neither the Trustee nor the Back-Up Advancing Agent has the Applicable Back-Up Advancing Agent\nRatings, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint,\nor petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which a Rating Agency\nConfirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable,\nor, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the Master Servicer or the Special Servicer,\nas applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or\nSpecial Servicer hereunder; provided that, the applicable Directing Holder shall have the right to approve any successor Special\nServicer with respect to any Serviced Loan or Serviced Whole Loan. No appointment of a successor to the Master Servicer or Special Servicer\nhereunder shall be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s\nresponsibilities, duties and liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor\nand, if applicable, each related Other Depositor shall have received the written notice and information with respect to such successor\nSpecial Servicer as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special\nServicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting,\nthe Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special Servicer, unless\nthe Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection with such appointment\nand assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage\nLoans and Serviced Companion Loans as it and such successor shall agree; provided, however, that no such compensation shall\nbe in excess of that permitted the Terminated Party hereunder; provided, further, that if no successor to the Terminated\nParty can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor\nand such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further\nthat, the Trustee shall consult with any applicable Directing Holder and Consulting Party (other than the Operating Advisor) prior to\nthe appointment of a successor to the Terminated Party with respect to any Serviced Loan or Serviced Whole Loan at a servicing compensation\nin excess of that permitted the Terminated Party. The\n\n - 451 - \n\n \n\nDepositor, the Trustee, the Master Servicer\nor Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any\nsuch succession.\n\nIf the Trustee or an Affiliate\nacts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee Rate\nto the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the\nmarket rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer other than itself or\nan Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in\nthe sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this\nSection 7.02.\n\n \n\n \n\nSection 7.03          \nNotification to Certificateholders.\n\n(a)               \nUpon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special\nServicer, the Certificate Administrator shall give prompt written notice thereof to Trust Certificateholders at their respective addresses\nappearing in the Certificate Register, to the Uncertificated Interest Owners, to the Serviced Companion Loan Holders, and electronically,\nfor posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to\nthe Rule 17g-5 Information Provider.\n\n(b)              \nWithin 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible\nOfficer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of\nTrust Certificates, the Uncertificated Interest Owners and any affected Serviced Companion Loan Holder (to the extent the Certificate\nAdministrator has received the notice information for such Serviced Companion Loan Holder after a request therefor) and electronically,\nfor posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to\nthe Rule 17g-5 Information Provider notice of such Servicer Termination Event or Operating Advisor Termination Event, unless\nsuch Servicer Termination Event or Operating Advisor Termination Event shall have been cured or waived.\n\nSection 7.04          \nOther Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination\nEvent shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right,\nin its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce\nits rights and remedies and to protect the interests, and enforce the rights and remedies, of the Trust Certificateholders, the Uncertificated\nInterest Owners and the Serviced Companion Loan Holders (including the institution and prosecution of all judicial, administrative and\nother proceedings and the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs\nof such action and any liability resulting therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer or Special\nServicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation of reasonable\ndocumentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection Account or the\nWhole Loan Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement;\nprovided that the Master Servicer\n\n - 452 - \n\n \n\nor the Special Servicer, as applicable, shall\nnot be relieved of such liability for such expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement,\nno remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in\naddition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be\ndeemed to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.\n\nSection 7.05          \nWaiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates\nevidencing not less than 66-2/3% of the Voting Rights of all Trust Certificates (or, if the Servicer Termination Event is with respect\nto the Special Servicer for a Trust Subordinate Companion Whole Loan, of all Certificates and related Loan-Specific Certificates) (together\nwith, if such Servicer Termination Event is on the part of a Special Servicer only with respect to a Serviced Whole Loan with a Companion\nLoan held outside the Trust (including, if applicable, a Trust Subordinate Companion Whole Loan), each affected Serviced Companion Loan\nHolder) may, on behalf of all Holders of Trust Certificates and Uncertificated Interests, waive any Servicer Termination Event on the\npart of the Master Servicer, Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance\nof its obligations hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits\n(including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Whole Loan Custodial\nAccount or the Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with this Agreement.\nUpon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination\nEvent arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any\nsubsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the Certificate Administrator in\nconnection with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special Servicer or the Operating\nAdvisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator within 90 days of such\ndemand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the\nOperating Advisor, as applicable, to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding\nthe foregoing, (a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of\nthis Agreement may be waived only by all of the Certificateholders of the affected Classes, and (b) a Servicer Termination Event\nunder Section 7.01(a)(xi) of this Agreement may be waived only with the consent of the Depositor, together with (in the case of\neach of clauses (a) and (b) of this sentence) the consent of each Serviced Companion Loan Holder, if any, that is affected by such\nServicer Termination Event.\n\nThe foregoing paragraph notwithstanding,\nif the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected Class of Trust Certificates\ndesire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion Loan Holder related to a Serviced Whole\nLoan (if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Trust Certificateholders may still\nwaive that Servicer Termination Event, and the applicable Serviced Companion Loan Holder will be entitled to require that the Master Servicer\nappoint, within 60 days of the applicable Serviced Companion Loan Holder’s request, a sub-servicer (or, if the applicable\nServiced Whole Loan is currently being subserviced, to replace, within 60 days of the applicable Serviced Companion Loan Holder’s\n\n - 453 - \n\n \n\nrequest, the then current sub-servicer\nwith a new sub-servicer) with respect to the applicable Serviced Whole Loan. In connection with the Master Servicer’s appointment\nof a sub-servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05, the Master\nServicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of the Serviced Companion Loan Holder. The related\nsub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion\nLoan Holder in accordance with this Section 7.05 shall be responsible for all duties of the Master Servicer under this Agreement\nwith respect to the applicable Serviced Whole Loan. Such Sub-Servicing Agreement (a) may be terminated without cause and without\nthe payment of any fee and (b) shall also provide that such sub-servicer shall become the master servicer under a separate servicing\nagreement for the applicable Serviced Whole Loan in the event that the Serviced Whole Loan is no longer to be serviced and administered\nhereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and\nservicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the\napplicable Serviced Whole Loan and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and\nthe sole source of funds thereunder. Such sub-servicer (a) may be terminated without cause and without the payment of any fee\nand (b) shall meet the requirements of Section 3.01 of this Agreement. If any sub-servicer appointed by the Master\nServicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall at any time resign\nor be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer with respect to which a Rating\nAgency Confirmation has been obtained at the expense of the applicable resigning or terminated sub-servicer (and any applicable Sub-Servicing\nAgreement shall so provide), and if the resigning or terminated sub-servicer fails to cover such expense, the Master Servicer shall\ndo so. In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer\nappointed under this Section 7.05, the terminated Master Servicer that was responsible for the Servicer Termination Event\nthat led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination,\nincluding the payment of any termination fee.\n\nSection 7.06          \nTermination of the Operating Advisor.\n\n(a)               \nAn “Operating Advisor 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 failure by\nthe Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of its\nrepresentations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days after the\ndate on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the Operating Advisor\nand the Trustee by the Holders of Trust Certificates having greater than 25% of the Voting Rights of all then outstanding Trust Certificates;\nprovided, however, that with respect to any such failure which is not curable within such 30-day period, the Operating\nAdvisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced to cure such\nfailure with the initial 30-day period and has provided the Trustee\n\n - 454 - \n\n \n\nand the Certificate Administrator with\nan Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;\n\n(ii)                            any failure by\nthe Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor Standard which\nfailure shall continue unremedied for a period of 30 days after the date on which written notice of such failure is given to the\nOperating Advisor by any party to this Agreement;\n\n(iii)                         any failure\nby the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30 days;\n\n(iv)                        a decree or order\nof a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future\nfederal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency,\nreadjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs,\nshall have been entered against the Operating Advisor, and such decree or order shall have remained in force undischarged or unstayed\nfor a period of 60 days;\n\n(v)                           the Operating\nAdvisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment\nof debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor\nor of or relating to all or substantially all of its property; or\n\n(vi)                        the Operating\nAdvisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any\napplicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment\nof its obligations.\n\nUpon receipt by the Certificate\nAdministrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly provide\nwritten notice to all Trust Certificateholders and the Uncertificated Interest Owners by posting such notice on its internet website,\nunless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur\nthen, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied, then either (i)\nthe Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights\nof each Class of Non-Reduced Certificates, or if an Operating Advisor Termination Event affects only any related Loan-Specific Certificates\nissued as part of an EHRI Trust Subordinate Companion Loan Securitization, upon the written direction of the holders of related Loan-Specific\nCertificate evidencing at least 25% of the Voting Rights of all related Loan-Specific Certificateholders, the Trustee shall, terminate\nall of the rights and obligations of the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such\ntermination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights\n(arising out of events occurring prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding anything herein\nto the contrary, the Depositor shall have the right, but not the obligation, to notify\n\n - 455 - \n\n \n\nthe Certificate Administrator and the Trustee\nof any Operating Advisor Termination Event of which the Depositor becomes aware.\n\n(b)              \nUpon (i) the written direction of Holders of Certificates and Non-Reduced Loan-Specific Certificates evidencing not less than\n15% of the Voting Rights of the Non-Reduced Certificates and Non-Reduced Loan-Specific Certificates requesting a vote to terminate\nand replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor 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 of the requested vote to\nthe Operating Advisor and to all Certificateholders and Loan-Specific Certificateholders by (i) posting such notice on its internet\nwebsite, and (ii) mailing such notice to all Certificateholders and Loan-Specific Certificateholders at their addresses appearing\nin the Certificate Register and to the Operating Advisor. Upon the affirmative vote of the Holders of Trust Certificates evidencing more\nthan 50% of the Voting Rights allocable to the Non-Reduced Certificates and Non-Reduced Loan-Specific Certificates of those Holders\nthat exercise their right to vote (provided that Holders entitled to exercise at least 50% of the Voting Rights allocable to the\nNon-Reduced Certificates and Non-Reduced Loan-Specific Certificates exercise their right to vote within 180 days of the initial\nrequest for a vote (which, for the avoidance of doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)),\nthe Trustee shall terminate all of the rights and obligations of the Operating Advisor under this Agreement by notice in writing to the\nOperating Advisor. The provisions set forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and inure\nto the benefit of solely the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause\nof action based upon or arising from any breach or alleged breach of such provisions. As between the Operating Advisor, on the one hand,\nand the Certificateholders and Loan-Specific Certificateholders, on the other, the Certificateholders and Loan-Specific Certificateholders\nshall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Operating Advisor. The Certificate\nAdministrator shall include on each Distribution Date Statement a statement that each Certificateholder and Loan-Specific Certificateholder\nand Certificate Owner may access notices on the Certificate Administrator’s Website and each Holder and Certificate Owner of Certificates\nand Loan-Specific Certificates may register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s\nWebsite; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders\nand Loan-Specific Certificateholders for the reasonable expenses of posting such notices.\n\n(c)               \nOn or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority\nand power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any and all\ndocuments and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes\nof such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1) the Operating Advisor\nresigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances contemplated in Section 6.04(d)\nwhere no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written notice of termination to the\nOperating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor. The Trustee shall provide\nwritten notice of the appointment of a successor Operating Advisor to the\n\n - 456 - \n\n \n\nMaster Servicer, the Special Servicer, the\nOperating Advisor, the Certificate Administrator, the Depositor, the Risk Retention Consultation Parties, any related Outside Controlling\nNote Holder and, if a Consultation Termination Event does not exist, the Controlling Class Representative within one Business Day of such\nappointment, and the Certificate Administrator shall provide written notice of such appointment to each Certificateholder and the Uncertificated\nVRR Interest Owner within one Business Day of the receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b)\nof this Agreement, the appointment of a successor Operating Advisor shall not be subject to the vote, consent or approval of the holder\nof any Class of Certificates or the Uncertificated VRR Interest Owner.\n\nThe Operating Advisor shall\nnot at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If any of such\nentities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating Advisor shall\nimmediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall appoint a successor Operating\nAdvisor subject to and in accordance with this Section 7.06(c), which successor Operating Advisor may be an Affiliate of the\nTrustee. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor within 30 days of the termination\nof the Operating Advisor, the Depositor shall be permitted to find a replacement. Unless and until a replacement Operating Advisor is\nappointed, no party shall act as the Operating Advisor and the provisions in this Agreement relating to consultation with respect to the\nOperating Advisor shall not be applicable until a replacement Operating Advisor is appointed hereunder.\n\n(d)              \nUpon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,\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 Trust Certificateholders and the Uncertificated VRR Interest Owner),\nthe Depositor, each Directing Holder, each Consulting Party and, for posting to the Rule 17g-5 Information Provider’s Website pursuant\nto Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. In the event that the Operating Advisor resigns or\nis terminated, all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued\nprior to the date of such resignation or termination (including the right to receive all amounts accrued and owing to it under this Agreement)\nand other than any rights to indemnification arising out of events occurring prior to such resignation or termination.\n\nArticle\nVIII\n\nCONCERNING THE TRUSTEE and The Certificate Administrator\n\nSection 8.01          \nDuties of the Trustee and the Certificate Administrator.\n\n(a)               \nThe Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge\nand after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only\nsuch duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During\nthe continuance of a Servicer Termination Event of\n\n - 457 - \n\n \n\nwhich a Responsible Officer of the Trustee\nhas actual knowledge, the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement,\nshall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise,\nas a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator\nundertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive\nright of the Certificate Administrator shall be construed as a duty.\n\n(b)              \nEach of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,\ndocuments, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically\nrequired to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically\ngoverned by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting\nto the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine them\nto determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided,\nhowever, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any such\nresolution, certificate, statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good\nfaith. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee\nor the Certificate Administrator, as applicable, shall request a corrected instrument, and if the instrument is not corrected to the Trustee’s\nor the Certificate Administrator’s, as applicable, reasonable satisfaction, the Certificate Administrator (if the Certificate Administrator\nrequested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument) will provide\nnotice thereof to the Trust Certificateholders and the Uncertificated Interest Owners.\n\n(c)               \nNeither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”\npersons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that,\nsubject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate\nAdministrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act or its\nown willful misconduct or its own bad faith; and provided, further, that:\n\n(i)                               Prior to the occurrence\nof a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge,\nand after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee\nshall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be\nliable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants\nor obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith\non the part of the Trustee or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively\nrely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates, statements,\nreports, opinions, documents, orders or other instruments furnished\n\n - 458 - \n\n \n\nto the Trustee or the Certificate Administrator,\nas applicable, that conform on their face to the requirements of this Agreement without responsibility for investigating the contents\nthereof;\n\n(ii)                            Neither the Trustee\nnor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer or\nResponsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining\nthe pertinent facts;\n\n(iii)                         Neither the\nTrustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken\nby it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the Percentage Interests\n(or such other percentage as is specified herein for such action) of each affected Class, or of the Voting Rights of the Trust Certificates,\nrelating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator,\nas applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this\nAgreement;\n\n(iv)                        Neither the Trustee,\nthe Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible\nfor any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the\nTrustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator,\nas applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer,\nSpecial Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class\nRepresentative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement;\n\n(v)                           Neither the Trustee\nnor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action\nis incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and,\nif it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion\ndoes not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate\nAdministrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises\n(i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate\nAdministrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s,\nas the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator,\nas the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or\nthe Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem\nnecessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Trust\nCertificateholders hereunder;\n\n - 459 - \n\n \n\n(vi)                        Neither the Trustee\nnor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person unless a Responsible\nOfficer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such act, failure to act or breach\nor receives written notice of such act, failure to act or breach from any other party to this Agreement, any Trust Certificateholder\nor Certificate Owner, an Uncertificated Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing\nHolder or the Controlling Class Representative; and\n\n(vii)                     Except in the\nevent of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event\nshall the Trustee or the Certificate Administrator, as applicable, be liable for special, punitive, indirect or consequential loss or\ndamage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable,\nhas been advised of the likelihood of such loss or damage and regardless of the form of action.\n\nNone of the provisions contained\nin this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator,\nas applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of its duties hereunder,\nor in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator, as applicable, the\nrepayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. None of the provisions contained\nin this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations\nof the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement if the\nTrustee is acting as the Back-Up Advancing Agent), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset\nRepresentations Reviewer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested\nwith the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement.\nNone of the provisions contained in this Agreement shall in any event require the Certificate Administrator to perform, or be responsible\nfor the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections\n3.20 and 4.06 of this Agreement if the Certificate Administrator is acting as the Back-Up Advancing Agent), the Special Servicer,\nthe Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate\nAdministrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this\nAgreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds pursuant to\nthis Agreement (other than any funds invested with it in its commercial capacity or at its discretion).\n\n(d)              \nThe Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator\nwritten confirmation of whether any Control Termination Event, Consultation Termination Event, Loan-Specific Control Termination Event,\nLoan-Specific Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the previous calendar year\nand the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting party within\nten (10) Business Days of such request. Further, the Certificate\n\n - 460 - \n\n \n\nAdministrator shall post a “special notice”\non the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the commencement\nor cessation of any Control Termination Event, Consultation Termination Event, Loan-Specific Control Termination Event, Loan-Specific\nConsultation Termination Event or Operating Advisor Consultation Trigger Event.\n\nSection 8.02          \nCertain Matters Affecting the Trustee and the Certificate Administrator.\n\n(a)               \nExcept as otherwise provided in Section 8.01 of this Agreement:\n\n(i)                               Each of the Trustee\nand the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining from acting upon any resolution,\nOfficer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request,\nconsent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented\nby the proper party or parties and neither the Trustee nor the Certificate Administrator shall have any responsibility to ascertain or\nconfirm the genuineness of any such party or parties;\n\n(ii)                            Each of the Trustee\nand the Certificate Administrator may consult with counsel and the written 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 with such written advice of such counsel or Opinion of Counsel;\n\n(iii)                         (A)                Neither\nthe Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any litigation hereunder\nor in relation hereto at the request, order or direction of any of the Trust Certificateholders, pursuant to the provisions of this Agreement,\nunless such Trust Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security or indemnity\nreasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs, expenses and liabilities which\nmay be incurred therein or thereby; and\n\n(B)                the right of the\nTrustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement shall not be construed\nas a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than its negligence or willful misconduct\nin the performance of any such act;\n\nprovided that subject to the foregoing\nclause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination\nEvent (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the\nrights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person\nwould exercise or use under the circumstances in the conduct of such person’s own affairs;\n\n - 461 - \n\n \n\n(iv)                        Neither the Trustee,\nthe Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents or “control”\npersons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith and reasonably\nbelieved by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion or rights or powers\nconferred upon it by this Agreement;\n\n(v)                           Neither the Trustee\nnor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate,\nstatement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested\nin writing to do so by Holders of Trust Certificates entitled to at least 25% (or such other percentage as is specified herein) of the\nPercentage Interests of any affected Class; provided, however, that if the payment within a reasonable time to the Trustee\nor the Certificate Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such\ninvestigation is, in the opinion of the Trustee or the Certificate Administrator, as applicable, not reasonably assured to the Trustee\nor the Certificate Administrator, as applicable, by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate\nAdministrator, as applicable, may require reasonable indemnity against such expense or liability as a condition to taking any such action.\nThe reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor,\nas applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing relating\nto the Master Servicer, the Special Servicer or the Operating Advisor, respectively and if such investigation results from such Servicer\nTermination Event or Operating Advisor Termination Event, and otherwise by the Trust Certificateholders requesting the investigation;\n\n(vi)                        Each of the Trustee\nand the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or\nby or through agents, Affiliates or attorneys but shall not be relieved of its obligations hereunder;\n\n(vii)                     For purposes\nof this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only when a Responsible\nOfficer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual knowledge of such\nevent;\n\n(viii)                  Except as otherwise\nexpressly set forth in this Agreement, Computershare Trust Company, National Association acting in any particular capacity hereunder\nwill not be deemed to be imputed with knowledge of (a) Computershare Trust Company, National Association, acting in a capacity that is\nunrelated to the transactions contemplated by this Agreement, or (b) Computershare Trust Company, National Association, acting in any\nother capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed in such\ncapacities are performed by one or more employees within the same group or division of Computershare Trust Company, National Association,\nor where the groups or divisions responsible for\n\n - 462 - \n\n \n\nperforming the obligations in such capacities\nhave one or more of the same Responsible Officers; and\n\n(ix)                          Nothing herein\nshall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.\n\n(b)              \nFollowing the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision\nof this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,\nshall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)\nto the effect that the inclusion of such assets in the Trust Fund will not cause any Trust REMIC to fail to qualify as a REMIC or cause\nthe Grantor Trust to fail to qualify as a grantor trust, at any time that any Trust Certificates are outstanding or subject a Trust REMIC\nto any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.\n\n(c)               \nAll rights of action under this Agreement or under any of the Trust Certificates, enforceable by the Trustee or the Certificate\nAdministrator, as applicable, may be enforced by it without the possession of any of the Trust Certificates, or the production thereof\nat the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought\nin its name for the benefit of all the Holders of such Trust Certificates, subject to the provisions of this Agreement.\n\nNeither the Trustee nor the\nCertificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring\nthe repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes of\nthis Agreement.\n\n(d)              \nNeither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from\nacts beyond its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).\n\n(e)               \nEach of the Custodian, the Back-Up Advancing Agent, the Rule 17g-5 Information Provider, Authenticating Agent, Paying\nAgent and Certificate Registrar shall be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges\nand protections afforded to the Certificate Administrator hereunder in the same manner as if such party were the named Certificate Administrator\nherein mutatis mutandis.\n\n(f)               \nNotwithstanding anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the\nTrustee or the Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential,\nproprietary, and/or sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted\ne-mail communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted\nmessage will be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail\nRecipient.\n\n - 463 - \n\n \n\n(g)              \nNo provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate\nAdministrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations\nunder the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering\nsuch action to be taken or omitted would violate applicable law binding upon it (which determination may be based on Opinion of Counsel).\n\n(h)              \nIn order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,\nincluding, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326 of\nthe USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the Trustee and the Certificate\nAdministrator is required to obtain, verify, record and update certain information relating to individuals and entities that maintain\na business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto agrees\nto provide to the Trustee or the Certificate Administrator, as applicable, upon its request from time to time, such identifying information\nand documentation as may be available for such party in order to enable the Trustee or the Certificate Administrator, as applicable, to\ncomply with Applicable Law.\n\nSection 8.03          \nNeither the Trustee Nor the Certificate Administrator Is Liable for Trust Certificates or Trust Loans. The recitals contained\nherein and in the Trust Certificates (other than the signature and authentication of the Certificate Administrator on the Trust Certificates)\nshall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating\nAdvisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor assume no\nresponsibility for their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating\nAdvisor make no representations or warranties as to the validity or sufficiency of this Agreement, of the Trust Certificates or any prospectus\nused to offer the Trust Certificates for sale or the validity, enforceability or sufficiency of any Trust Loan or related document. Neither\nthe Trustee nor the Certificate Administrator shall at any time have any responsibility or liability for or with respect to the legality,\nvalidity and enforceability of any Mortgage, any Trust Loan, or the perfection and priority of any Mortgage or the maintenance of any\nsuch perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be\ndistributed to Trust Certificateholders under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate\nAdministrator shall be liable or responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any\nhazard or other insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant\nto Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability\nthereof; the existence of any Trust Loan or the contents of the related Mortgage File on any computer or other record thereof (other than\nif the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement,\nin the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any Trust Loan to the Trust\nFund or of any intervening assignment; the completeness of any Mortgage File (except for its review thereof pursuant to Section 2.02);\nthe performance or enforcement of any Trust Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special\nServicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer);\nthe compliance by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with any warranty or representation\nmade\n\n - 464 - \n\n \n\nunder this Agreement or in any related document\nor the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance\ntherewith or any breach thereof; any investment of moneys by or at the direction of the Master Servicer or any loss resulting therefrom\n(other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02\nof this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it being understood that the Trustee shall\nremain responsible for any Trust Fund property that it may hold in its individual capacity; the acts or omissions of any of the Depositor,\nthe Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer\nor the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or\nSpecial Servicer) or any Sub-Servicer or any Mortgagor; any action of the Master Servicer, the Special Servicer or the Operating\nAdvisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02\nof this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer taken in the name\nof the Trustee except to the extent such action is taken at the express written direction of the Trustee; the failure of the Master Servicer\nor the Special Servicer or any Sub-Servicer to act or perform any duties required of it on behalf of the Trust Fund or the Trustee\nas applicable hereunder; or any action by or omission of the Trustee taken at the instruction of the Master Servicer or the Special Servicer\n(other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02\nof this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such action is not\npermitted by the express terms of this Agreement; provided, however, that the foregoing shall not relieve the Trustee or\nthe Certificate Administrator, as applicable, of its obligation to perform its duties as specifically set forth in this Agreement. Neither\nthe Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Trust Certificates\nor the Uncertificated Interests issued to it or of the proceeds of the sale of such Trust Certificates or an Uncertificated Interest,\nor for the use or application of any funds paid to the Depositor, the Master Servicer or the Special Servicer in respect of the Trust\nLoans or deposited in or withdrawn from the Collection Account, the Distribution Account, the Lock Box Account, the Escrow Accounts, the\nInterest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account or any other account\nmaintained by or on behalf of the Master Servicer or the Special Servicer, other than any funds held by the Trustee or the Certificate\nAdministrator, as applicable. Neither the Trustee nor the Certificate Administrator shall have responsibility for filing any financing\nor continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest\nor lien granted to it hereunder (unless in the case of the Trustee, the Trustee shall have become the successor Master Servicer) or\nto record this Agreement. In making any calculation hereunder which includes as a component thereof the payment or distribution of interest\nfor a stated period at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate Administrator,\nas applicable, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator,\nas applicable, has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to\nthe effect that such payment is not permitted by applicable law.\n\nSection 8.04          \nTrustee and Certificate Administrator May Own Trust Certificates. The Trustee, the Certificate Administrator and any\nagent of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or\npledgee of Trust Certificates, and may deal with the Depositor and the Master Servicer in banking\n\n - 465 - \n\n \n\ntransactions, with the same rights it would\nhave if it were not Trustee, the Certificate Administrator or such agent, as the case may be.\n\nSection 8.05          \nPayment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.\n\n(a)               \nAs compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator\nFee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance of\nits duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee, which shall\ncover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator shall pay\nthe Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator Fee shall\nbe paid monthly on a Trust Loan-by-Trust Loan basis. The Trustee/Certificate Administrator Fee (which in each case shall not be\nlimited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s\nand the Certificate Administrator’s sole form of compensation for all services rendered by each of them in the execution of the\ntrusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator,\nas applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect to any Companion Loan (other than a Trust\nSubordinate Companion Loan). Any Trustee/Certificate Administrator Fee payable with respect to the Mortgage Loans shall be payable solely\nfrom collections with respect to the Mortgage Loans, and any Trustee/Certificate Administrator Fee with respect to a Trust Subordinate\nCompanion Loan shall be payable solely from collections with respect to such Trust Subordinate Companion Loan. In the event that the Trustee\nassumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise arising from\nthe resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation to which\nthe Master Servicer or the Special Servicer, as the case may be, would have been entitled.\n\n(b)              \nEach of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable\nexpenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or the Certificate\nAdministrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation\nand the expenses and disbursements of its counsel and of all persons not regularly in its employ) to the extent such payments are “unanticipated\nexpenses” as described in clause (d) below, except any such expense, disbursement or advance as may arise from its negligence,\nbad faith or willful misconduct; provided, however, that, subject to Section 8.01 and Section 8.02\nof this Agreement, neither the Trustee nor the Certificate Administrator shall refuse to perform any of its duties hereunder solely as\na result of the failure to be paid the Trustee/Certificate Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s\nexpenses, as applicable.\n\nThe Master Servicer and the\nSpecial Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made\nby the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer, respectively,\nhereunder, pursuant to or otherwise arising from the resignation or\n\n - 466 - \n\n \n\nremoval of the Master Servicer or the Special\nServicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements\nof its counsel and all other persons not regularly in its employ), except any such expenses as may arise from the negligence or bad faith\nof the Trustee.\n\n(c)               \nEach of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the\nTrustee, the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify\nthe Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian and their\nrespective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating Agent, the Trustee,\nthe Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each, an “Indemnified\nParty”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable\nand necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in\nconnection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified\nParty in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third\nparty or otherwise) resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud and/or negligence\nin the performance of each of its respective obligations or duties hereunder or by reason of negligent disregard of its respective obligations\nand duties hereunder. Each of the Paying Agent, the Authenticating Agent, the Trustee, the Certificate Registrar, the Custodian and the\nCertificate Administrator shall indemnify each of the Master Servicer and the Special Servicer and its Affiliates and each of the directors,\nofficers, employees and agents of each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer\nIndemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures,\nreasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified\nParty may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred\nby the Servicer Indemnified Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate\nRegistrar, the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified\nParty and any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s, the\nCertificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct, bad faith,\nfraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective\nobligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate\nAdministrator and the Trustee shall indemnify the Depositor, each Sponsor, any employee, director or officer of the Depositor or any Sponsor,\nand the Trust Fund (each an “Other Indemnified Party”) for, and hold each of them harmless against, any loss, liability\nor reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses incurred by the Other Indemnified\nParty in any action or proceeding between the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate\nAdministrator or the Trustee, as applicable, and the Other Indemnified Party or between the Other Indemnified Party and any third party\nor otherwise) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance\nof the obligations or duties of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate\nAdministrator or the\n\n - 467 - \n\n \n\nTrustee, as the case may be, or by reason of\nnegligent disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s, the\nCertificate Administrator’s or the Trustee’s, as the case may be, obligations or duties hereunder, or (ii) as a result\nof the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or\nthe Trustee, as the case may be, of any of its representations or warranties contained herein, or (iii) as a result of or relating to\na violation of the Exchange Act or Regulation RR if such violation, in whole or in part, results from or arises out of a breach by the\nAuthenticating Agent, the Paying Agent, the Certificate Registrar or the Certificate Administrator, as the case may be, of any of its\nobligations under Section 5.02(f) and Section 5.03(i) of this Agreement.\n\n(d)              \nThe Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages,\npenalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses\nthat the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements\nof counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust\nFund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement,\nthe Trust Certificates or the Uncertificated Interests, in each case to the extent and only to the extent, such payments are expressly\nreimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence,\nfraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii) except\nto the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party is entitled\nto indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include any fees, expenses\nand disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or certificate administrator\nappointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated as of the Closing Date,\nand the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’ fees) incurred or, except\nin the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection with (i) a default under\nany Trust Loan and (ii) any litigation arising out of this Agreement, including, without limitation, under Section 2.03,\nSection 3.10, the third paragraph of Section 3.11, Section 4.05 and Section 7.01 of this Agreement.\nThe right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all\nTrust Certificateholders and all Uncertificated Interest Owners.\n\n(e)               \nNotwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this\nAgreement or the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior\nto such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal\nor termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or\nthe Custodian.\n\n(f)               \nThis Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,\ndisbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental\nmatter.\n\n - 468 - \n\n \n\nSection 8.06          \nEligibility Requirements for the Trustee, the Certificate Administrator and the Back-Up Advancing Agent. Each of the Trustee\nand the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the\nlaws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust\nconferred under this Agreement, having a combined capital and surplus of at least $100,000,000, and subject to supervision or examination\nby federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter\nand, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02, the Master\nServicer). Neither the Trustee nor the Certificate Administrator shall be the Subsequent Third Party Purchaser, the Loan-Specific Third\nParty Purchaser, or a Risk Retention Affiliate of such entity. The Trustee shall maintain (A) a rating on its long-term senior unsecured\ndebt or a long-term issuer rating of at least “A2” by Moody’s or a long-term counterparty risk assessment of at least\n“A2(cr)” by Moody’s (provided, however, that the Trustee may maintain a long-term senior unsecured debt rating or a\nlong-term issuer rating of at least “Baa3” by Moody’s for so long as either (I) the Master Servicer maintains a long-term\nsenior unsecured debt rating or a long-term issuer rating of at least “A2” by Moody’s or a long-term counterparty risk\nassessment of at least “A2(cr)” by Moody’s or (II) the Back-Up Advancing Agent satisfies the Applicable Back-Up Advancing\nAgent Ratings), (B) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or\na rating on its short-term debt of at least “F1” by Fitch (provided, however, that the Trustee shall be deemed to have met\nthe eligibility requirements in this clause (B) for so long as either (I) the Master Servicer has a rating on its long-term senior\nunsecured debt or an issuer credit rating of at least “A” by Fitch or a short-term debt rating of at least “F1”\nby Fitch or (II) the Back-Up Advancing Agent satisfies the Applicable Back-Up Advancing Agent Ratings), and (C) a rating on its long-term\nsenior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent\nrating by two other NRSROs which may include Moody’s and Fitch) (or, in the case of any Rating Agency’s rating requirement\nset forth in clauses (A), (B) or (C) above, such other rating with respect to which the applicable Rating Agency\nhas provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause\n(a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator shall maintain (A) a rating on its long-term senior\nunsecured debt of at least “Baa3” by Moody’s or a long-term issuer rating of at least “Baa3” by Moody’s\n(or such other rating with respect to which Moody’s provided a Rating Agency Confirmation) and (B) a rating on its long-term senior\nunsecured debt or an issuer credit rating of at least “BBB-” by KBRA or an investment grade rating by any other NRSRO, which\nmay include Moody’s or Fitch. If a corporation or association publishes reports of condition at least annually, pursuant to law\nor to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital\nand surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition\nso published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers\nthe Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a\ntax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect\neither to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax\nfrom its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from\na state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the\n\n - 469 - \n\n \n\nCertificate Administrator shall cease to be\neligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign\nimmediately in the manner and with the effect specified in Section 8.07. In addition, the Back-Up Advancing Agent shall at\nall times be an institution that (i) has the Applicable Back-Up Advancing Agent Ratings and (ii) is otherwise acceptable to the Rating\nAgencies as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency. If the Back-Up Advancing Agent shall cease to\nhave the Applicable Back-Up Advancing Agent Ratings, then the Back-Up Advancing Agent shall, within 30 days after it ceases to have the\nApplicable Back-Up Advancing Agent Ratings, either (1) obtain a Rating Agency Confirmation from each of the Rating Agencies to allow the\nBack-Up Advancing Agent to remain in such capacity on this transaction or (2) appoint another Back-Up Advancing Agent pursuant to Section\n8.12 to perform the Back-Up Advancing Agent’s obligations under this Agreement.\n\nSection 8.07          \nResignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator\nmay at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the\nDepositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trust Certificateholders,\nthe Uncertificated Interest Owners, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s\nWebsite pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such notice of resignation,\nthe Depositor shall use reasonable efforts to appoint a successor Trustee or the Certificate Administrator, as applicable, with respect\nto which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable,\nand the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator, as applicable,\nshall have been so appointed and have accepted appointment within 90 days after the giving of such notice of resignation, the resigning\nTrustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor\nTrustee or Certificate Administrator, as applicable, and such petition will be an expense of the Trust Fund. Except as set forth in the\nimmediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket\ncosts and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to,\nthe costs of assigning Trust Loans by reason of change in Trustee).\n\nIf at any time either the\nTrustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail\nto resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions\nof Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any\ntime either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent,\nor a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer\nshall take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose\nof rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as applicable,\nand promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, which shall be delivered\nto the Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee or Certificate Administrator,\nas applicable. The Holders of Trust Certificates\n\n - 470 - \n\n \n\nentitled to more than 50% of the Voting Rights\nallocated to all of the Trust Certificates may at any time, with prior written notice, remove the Trustee or the Certificate Administrator\nand appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in five originals,\nsigned by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to\nthe Depositor, one complete set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate\nAdministrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to\nthe Trustee or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee or Certificate Administrator,\nas applicable, so appointed, and a copy thereof shall be delivered to the Serviced Companion Loan Holders.\n\nIn the event that the Trustee\nor the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations\nunder this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations\nthat accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including,\nwhen acting as Back-Up Advancing Agent, Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect\nto periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of\nsuch amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable,\nwill bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with\nits termination or removal; provided that if the Trustee or the Certificate Administrator, as applicable, is terminated without\ncause by the Holders of Trust Certificates evidencing more than 50% of the Voting Rights allocated to all of the Trust Certificates as\nprovided in the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the\nTrustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if\napplicable, custody of any Mortgage Files in its possession) of the Trustee or Certificate Administrator, as applicable, to a successor\ntrustee or certificate administrator.\n\nAny resignation or removal\nof the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant\nto any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor\nTrustee or successor Certificate Administrator, as applicable, as provided in Section 8.08 and (ii) the filing by or on behalf\nof the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of\nSection 10.07.\n\nUpon the resignation or upon\nthe termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07),\nat its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed\nto the Trustee), (A) the original executed Note for each Trust Loan, is endorsed (without recourse, representation or warranty, express\nor implied) to the order of the successor, as trustee for the registered holders of BMO 2026-5C15 Mortgage Trust, Commercial Mortgage\nPass-Through Certificates, Series 2026-5C15, and the Uncertificated Interest Owners or in blank, and (B) in the case of\nthe other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate)\nto such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Trust\n\n - 471 - \n\n \n\nLoan, and certify in writing that, as to each\nTrust Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of\nthe documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already\nin the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of\nthe preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special\nServicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling\nClass Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation\nTermination Event, after consultation with the Controlling Class Representative).\n\nSection 8.08          \nSuccessor Trustee or Successor Certificate Administrator.\n\n(a)               \nAny successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute,\nacknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,\nas applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the\npredecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator,\nas applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations\nof its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein,\nprovided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor\nTrustee or Certificate Administrator. In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate\nAdministrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related\ndocuments and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the\npredecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as\nmay reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator,\nas applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment\nas provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator,\nas applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations\nReviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator.\n\nUpon acceptance of appointment\nby a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall\nmail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Trust Certificates\nat their addresses as shown in the Certificate Register, to the Uncertificated Interest Owners and to the Companion Loan Holders. If the\nDepositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator,\nthe successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.\n\n - 472 - \n\n \n\n(b)              \nAny successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements\nset forth in Section 8.06 hereof.\n\nSection 8.09          \nMerger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate\nAdministrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated,\nor any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as applicable,\nshall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as applicable,\nshall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such entity shall be eligible\nunder the provisions of Section 8.06 without the execution or filing of any paper or any further act on the part of any of\nthe parties hereto, anything herein to the contrary notwithstanding.\n\nSection 8.10          \nAppointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose\nof meeting any legal requirements of any jurisdiction in which any part of the Trust Fund, the assets thereof or any property securing\nthe same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all\ninstruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s)\narises from any change in or matter relating to the identity, organization, status, power, conflicts, internal policy or other development\nor matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change\nin applicable law or the identity, status or power of the Trust Fund; provided, however, that in the event the need to appoint\nsuch co-trustee(s) arises from a combination of the events described in clause (i) and clause (ii), the expense shall be\nsplit evenly between the Trustee and the Trust Fund; and provided, further, that in the event the need to appoint such co-trustee(s)\narises from none of the events described in clause (i) and clause (ii), such appointment shall be at the expense of the Trust\nFund) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part\nof the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject\nto the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the\nTrustee may consider necessary or desirable. If the Depositor shall not be in existence or shall not have joined in such appointment within\n15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred and be continuing,\nthe Trustee alone shall have the power to make such appointment. Except as required by applicable law, the appointment of a co-trustee\nor separate trustee shall not relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or\nseparate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder\nand no notice to the Trust Certificateholders or the Uncertificated Interest Owners of the appointment of co-trustee(s) or separate\ntrustee(s) shall be required under Section 8.08 hereof.\n\nIn the case of any appointment\nof a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred\nor imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or\nco-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the\nTrustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be\nperformed (whether as Trustee\n\n - 473 - \n\n \n\nhereunder or as successor to the Master Servicer\nhereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and\nobligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised\nand performed by such separate trustee or co-trustee solely at the direction of the Trustee.\n\nThe Depositor and the Trustee\nacting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate trustee\nor co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate trustee\nor co-trustee.\n\nAny notice, request or other\nwriting given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively\nas if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the\nconditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate trustee and co-trustee,\nupon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,\neither jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically\nincluding every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.\nIn no event shall any such separate trustee or co-trustee be entitled to any provision relating to the conduct of, affecting the liability\nof, or affording protection to, such separate trustee or co-trustee that imposes a standard of conduct less stringent than that imposed\non the Trustee hereunder, affording greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability\nthan that provided to the Trustee hereunder.\n\nAny separate trustee or co-trustee\nmay, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent not prohibited\nby law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee\nshall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in\nand be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.\n\nSection 8.11          \nAccess to Certain Information.\n\n(a)               \nThe Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor\nand the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Trust Loans or the\nother assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only\nupon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or\nthe Custodian, as applicable.\n\n(b)              \nThe Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator\nshall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written\nrequest and during normal business hours, shall make available or cause to be made available) for review\n\n - 474 - \n\n \n\nby any Privileged Person originals and/or copies\nof the following items (to the extent such items were prepared by or delivered to the Certificate Administrator (or a Custodian appointed\nby it)):\n\n(i)                               the Prospectus;\n\n(ii)                            this Agreement,\neach Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase\nAgreements and any amendments and exhibits hereto or thereto;\n\n(iii)                         all Certificate\nAdministrator reports made available to holders of each relevant Class of Trust Certificates since the Closing Date;\n\n(iv)                        all Distribution\nDate Statements and all CREFC® reports actually delivered or otherwise made available to Trust Certificateholders pursuant\nto Section 4.02 of this Agreement since the Closing Date;\n\n(v)                           the annual assessments\nas to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered by the\nMaster Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10\nof this Agreement;\n\n(vi)                        the annual independent\npublic accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate\nAdministrator since the Closing Date pursuant to Section 10.10 of this Agreement;\n\n(vii)                     the most recent\ninspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate\nAdministrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;\n\n(viii)                  any and all\nnotices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing\ncontemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth in clauses (i)\nand (ii) thereof was satisfied;\n\n(ix)                          the Mortgage\nFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced Whole Loans) entered\ninto or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered\nto the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24 of this Agreement;\n\n(x)                             the summary of\neach Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement\nand the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer,\nas applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified\nin Section 4.02(b) of this Agreement;\n\n - 475 - \n\n \n\n(xi)                          any and all Officer’s\nCertificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, as the\ncase may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;\n\n(xii)                       notice of termination\nor esignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate\nAdministrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments of successors\nthereto);\n\n(xiii)                    all Special\nNotices;\n\n(xiv)                   any Third Party\nReports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and\n\n(xv)                      any other information\nthat may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;\n\nprovided that any such Privileged Person\nthat is a Trust Certificateholder or Certificate Owner shall have delivered to the Certificate Administrator an appropriate Investor Certification;\nand provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with\nrespect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party.\n\nSubject to the two (2) provisos\nto the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing\nitems upon reasonable written request of any of the parties set forth in the previous sentence.\n\nThe Certificate Administrator\nshall not be liable for providing or disseminating information in accordance with the terms of this Agreement.\n\nSection 8.12          \nAppointment of Back-Up Advancing Agent. The Trustee shall serve as the initial Back-Up Advancing Agent and shall be deemed\nappointed as Back-Up Advancing Agent at all times that no other party is so appointed in accordance with this Section 8.12. The\nBack-Up Advancing Agent shall at all times be an institution (i) that has the Applicable Back-Up Advancing Agent Ratings, and (ii) is\notherwise acceptable to the Rating Agencies as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency. The Back-Up\nAdvancing Agent may, at its own expense, appoint a successor Back-Up Advancing Agent to perform its obligations under this Agreement.\nThe existing Back-Up Advancing Agent shall provide prompt written notice of the appointment of any successor Back-Up Advancing Agent to\nthe Depositor, the Trustee, the Certificate Administrator (if it is not making such appointment), the Underwriters, the Initial Purchasers,\nthe Master Servicer, the Special Servicer, the Operating Advisor and the Rule 17g-5 Information Provider, who shall post such notice on\nthe Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement. No appointment of a Back-Up Advancing\nAgent (other than the Certificate Administrator acting as the initial Back-Up Advancing Agent) shall be effective until the successor\nBack-Up Advancing Agent shall have executed and delivered to the Trustee for the benefit of the Trust, the Certificate Administrator,\nthe Trust Certificateholders, the Certificate Owners, the Loan-Specific Certificate Owners and the Uncertificated Interest Owners a written\nassumption of all obligations of the Back-Up Advancing\n\n - 476 - \n\n \n\nAgent under this Agreement (including, without\nlimitation, the obligation to make Advances as and when required of the Back-Up Advancing Agent under Section 3.20, Section\n3.27 and Section 4.06 of this Agreement), with a copy of such written assumption delivered to the Rule 17g-5 Information Provider,\nwho shall post such written assumption on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this\nAgreement. The appointment of a successor Back-Up Advancing Agent shall not relieve the Back-Up Advancing Agent appointing such successor\nfrom any of its obligations hereunder (including, without limitation, its obligations under Section 3.20, Section 3.27 and Section\n4.06 of this Agreement), and the Back-Up Advancing Agent appointing such successor shall remain responsible for all acts and omissions\nof the successor Back-Up Advancing Agent. Insofar as it relates to the making, or reimbursement (with interest), of Advances, any Back-Up\nAdvancing Agent that is not the Certificate Administrator shall have the same rights and obligations as the Certificate Administrator\nacting as Back-Up Advancing Agent.\n\nArticle\nIX\n\nTERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE\n\nSection 9.01          \nTermination; Optional Mortgage Loan Purchase.\n\n(a)               \nThe respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,\nthe Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Trust Certificates,\nthe Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments\nand to send certain notices to Trust Certificateholders and the Uncertificated Interest Owners as hereinafter set forth and to make any\nrequired remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related\nobligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,\nthe Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests\ntherein) then included in the Trust Fund pursuant to subsection (c), (ii) the exchange by the Remaining Certificateholder\nof its Trust Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein) then included\nin the Trust Fund pursuant to subsection (h) and (iii) the final payment or other liquidation (or any advance with respect\nthereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that\nin no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor\nof the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date hereof. All\nsuch payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special\nServicer, as applicable, promptly following receipt thereof.\n\n(b)              \nIn connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall\nbe terminated and the assets of the Lower-Tier REMIC and any Trust Subordinate Companion Loan REMIC shall be sold or otherwise disposed\nof in connection therewith, pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing\nfor the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring that\nthe assets of the Lower-Tier REMIC and any Trust Subordinate Companion Loan REMIC shall be sold for cash\n\n - 477 - \n\n \n\nand that each such Trust REMIC shall terminate\non a Distribution Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes\nof this Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) shall constitute the\nadoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate Administrator\nin the final federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the\nCertificate Administrator shall be responsible for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the\nperiod ending with such termination, and shall maintain books and records with respect to the Trust REMICs and the Grantor Trust for the\nperiod for which it maintains its own tax returns or other reasonable period.\n\n(c)               \nThe Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or,\nif such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none\nof such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50%\nPercentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior\nnotice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall notify the Serviced\nCompanion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing\non such date all, but not less than all, of the Trust Loans (and in the case of any such Trust Loan that is part of a Serviced Whole Loan,\nsubject to certain rights of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included\nin the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property\nacquired with respect to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase\nprice, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket\nexpenses of the Master Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special\nServicer is the purchaser of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination,\nminus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount\nof unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and\npayable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special\nServicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer\nor the Special Servicer, as applicable, in connection with such purchase).\n\nAny Person(s) effecting an\nearly termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative, the Loan-Specific\nControlling Class Representative and each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination\nby the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative, the\nLoan-Specific Controlling Class Representative and each Certifying Certificateholder and each Uncertificated Interest Owner) of its intention\nto do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties\nto this Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant\nto this Section 9.01(c) shall be borne by the party exercising its\n\n - 478 - \n\n \n\npurchase rights hereunder. The Certificate\nAdministrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this subsection (c).\n\n(d)              \nIf the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01,\nthe Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably\nanticipates, based on information with respect to the Trust Loans previously provided to it, that the final distribution will be made\n(i) to the Holders of outstanding Regular Certificates (exclusive of the Class VRR Certificates), to the Holders of outstanding Loan-Specific\nCertificates, to the Holders of outstanding Class VRR Certificates and the Uncertificated Interest Owners, and to the Certificate Administrator\nin respect of the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests, notwithstanding that such\ndistribution may be insufficient to distribute in full an amount equal to the remaining Certificate Balance, Uncertificated Interest Balance,\nLower-Tier Principal Balance or Trust Subordinate Companion Loan Principal Balance, as applicable, of each such Class of Certificates,\neach such Class of Loan-Specific Certificates, each such Uncertificated Interest, and each of such Lower-Tier Regular Interests and\nTrust Subordinate Companion Loan Regular Interests, together with amounts required to be distributed on such Distribution Date pursuant\nto Section 4.01 of this Agreement (or, if the Regular Certificates, the Loan-Specific Certificates and the Uncertificated\nInterests are no longer outstanding, to the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor Trust Certificates\nand the Uncertificated VRR Interest Owner, of any amount remaining in the Collection Account, the Lower-Tier REMIC Distribution Account,\nthe Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account and/or the Excess Liquidation Proceeds Reserve\nAccount, as applicable, in any case, following the later to occur of (a) the receipt or collection of the last payment due on any\nTrust Loan included in the Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17 of this Agreement\nof the last asset held by the Trust Fund.\n\n(e)               \nNotice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator\nto affected Trust Certificateholders and affected Uncertificated Interest Owners at their addresses shown in the Certificate Register\n(with a copy to the Master Servicer, the Special Servicer and, for posting to the Rule 17g-5 Information Provider’s Website\npursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider) as soon as practicable after the\nCertificate Administrator shall have received, given or been deemed to have received a Notice of Termination but in any event not more\nthan thirty days, and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate\nAdministrator to affected Trust Certificateholders and affected Uncertificated Interest Owners shall:\n\n(i)                               specify the Anticipated\nTermination Date on which the final distribution is anticipated to be made to Holders of Trust Certificates of the Classes specified\ntherein and the Uncertificated Interest Owners;\n\n(ii)                            specify the amount\nof any such final distribution, if known; and\n\n(iii)                         state that the\nfinal distribution to Trust Certificateholders will be made only upon presentation and surrender of Certificates at the office of the\nPaying Agent therein specified and to any Uncertificated Interest Owner only upon delivery of a written\n\n - 479 - \n\n \n\ninstrument surrendering the related Uncertificated\nInterest and acknowledging that such distribution is the final distribution.\n\nIf the Trust Fund is not\nterminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each\naffected Trust Certificateholder and each affected Uncertificated Interest Owner.\n\n(f)               \nAny funds not distributed on the Termination Date because of the failure of any Trust Certificateholders to tender their Trust\nCertificates or the failure of any Uncertificated Interest Owners to surrender their Uncertificated Interests shall be set aside and held\nin trust for the account of the appropriate non-tendering Trust Certificateholders or the non-surrendering Uncertificated Interest\nOwners, whereupon the Trust Fund shall terminate. If any Trust Certificates or Uncertificated Interests as to which notice of the Termination\nDate has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time\nspecified in such notice, the Certificate Administrator shall mail a second notice to the remaining Trust Certificateholders or Uncertificated\nInterest Owners, as applicable, at their last addresses shown in the Certificate Register, to surrender their Trust Certificates or Uncertificated\nInterests, as applicable, for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If\nwithin one year after the second notice any Trust Certificate or Uncertificated Interest shall not have been surrendered for cancellation,\nthe Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Trust Certificateholders\nor Uncertificated Interest Owners, as applicable, concerning surrender of their Trust Certificates or Uncertificated Interests, as applicable.\nThe costs and expenses of maintaining such funds and of contacting Trust Certificateholders or Uncertificated Interest Owners shall be\npaid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after\nthe second notice any Trust Certificates or Uncertificated Interest shall not have been surrendered for cancellation, the Paying Agent\nshall pay to the Class R Certificateholders all amounts distributable to the Holders thereof or the Uncertificated Interest Owners, as\napplicable. No interest shall accrue or be payable to any Trust Certificateholder or Uncertificated Interest Owner on any amount held\nas a result of such Trust Certificateholder’s failure to surrender its Trust Certificate(s) or such Uncertificated Interest Owner’s\nfailure to surrender its Uncertificated Interest, as applicable, for final payment thereof in accordance with this Section 9.01.\n\n(g)              \nFor purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust\nFund pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate Balance\nof the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates representing\nmore than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).\n\n(h)              \n(i) Following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-D Notional\nAmount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and\nClass E-RR Certificates are reduced to zero, the Remaining Certificateholder shall have the right to exchange all of its Trust Certificates\n(but excluding the Class S and Class R Certificates) and the Uncertificated Interests for all of the Trust Loans and each REO Property\n(and including the Trust\n\n - 480 - \n\n \n\nFund’s interest in any REO Property acquired\nwith respect to the Outside Serviced Mortgage Loans and/or the Serviced Whole Loans) remaining in the Trust Fund as contemplated by clause (ii)\nof Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days prior to the anticipated\ndate of exchange; provided that such Remaining Certificateholder shall pay the Master Servicer an amount equal to the product\nof (A) the Prime Rate, (B) the aggregate Certificate Balance of the then-outstanding Principal Balance Certificates as of\nthe day of the exchange and (C) three. In the event that the Remaining Certificateholder elects to exchange all of the Trust Certificates\n(other than the Class S and Class R Certificates) and the Uncertificated Interests for all of the Trust Loans and each REO Property\n(and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans and/or\nthe Serviced Whole Loans) remaining in the Trust Fund in accordance with the preceding sentence, such Remaining Certificateholder, not\nlater than the Termination Date, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts\ndue and owing to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,\nthe Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from\nthe Collection Account or a Distribution Account, but only to the extent that such amounts are not already on deposit in the Collection\nAccount. Upon confirmation that such final deposits have been made and following the surrender of all remaining Trust Certificates (other\nthan the Class S and Class R Certificates) and the Uncertificated Interests by the Remaining Certificateholder on the Termination Date,\nthe Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Remaining\nCertificateholder or any designee thereof, the Mortgage Files for the remaining Trust Loans and shall execute all assignments, endorsements\nand other instruments furnished to it by the Remaining Certificateholder as shall be necessary to effectuate transfer of the Trust Loans\nand REO Properties (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage\nLoans and/or the Serviced Whole Loans) remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01.\nThereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee (other\nthan the making of certain payments to Trust Certificateholders, the Uncertificated Interest Owners and Serviced Companion Loan Holders,\nsending of certain notices, the maintenance of books and records and the preparation and filing of final tax returns), shall terminate.\nSuch transfers shall be subject to any rights of any Sub-Servicers to service (or to perform select servicing functions with respect\nto) the Trust Loans. For federal income tax purposes, the Remaining Certificateholder shall be deemed to have purchased the assets\nof the Lower-Tier REMIC and any Trust Subordinate Companion Loan REMIC for an amount equal to the remaining Certificate Balance of its\nremaining Trust Certificates (other than the Class S and Class R Certificates) and the aggregate remaining Uncertificated Interest Balances\nof the Uncertificated Interests, plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit\nsuch amounts against amounts distributed in respect of the Lower-Tier Regular Interests, any Trust Subordinate Companion Loan Regular\nInterests and such Trust Certificates and the Uncertificated Interests. The remaining Trust Loans and REO Properties (or the Trust’s\ninterests therein) are deemed distributed to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this Section 9.01.\n\n - 481 - \n\n \n\n(ii)                            (A) A Holder\nof related Loan-Specific Certificates owning a majority of the Percentage Interest of the related outstanding Loan-Specific Controlling\nClass may (or, if such Holder does not, the Special Servicer, or if neither such Holder nor the Special Servicer do, the Master\nServicer, may also) effect an early termination of a Trust Subordinate Companion Loan REMIC, upon not less than 30 days’\nprior notice given to the parties (or, if applicable, the other parties) to this Agreement any time on or after any Distribution Date\non which the aggregate Stated Principal Balance of the related Trust Subordinate Companion Loan is less than 1% of the Stated Principal\nBalance of the related Trust Subordinate Companion Loan as of the Cut-off Date, by purchasing on the designated date the related\nTrust Subordinate Companion Loan and the other assets of such Trust Subordinate Companion Loan REMIC at a purchase price, payable in\ncash, equal to (i) the sum of (1) the applicable Purchase Price and (2) the reasonable out of pocket expenses of the Master Servicer\n(unless the Master Servicer is the purchaser of the related Trust Subordinate Companion Loan), the Special Servicer (unless the Special\nServicer is the purchaser of the related Trust Subordinate Companion Loan), the Trustee and the Certificate Administrator, as applicable,\nwith respect to such purchase, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,\nthe aggregate amount of unreimbursed related Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together\nwith any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and\nany unpaid related Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding with respect to the related Trust Subordinate\nCompanion Loan (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,\nin connection with such purchase).\n\n(B)       \nIn connection with a termination contemplated by Section 9.01(h)(ii)(A) of this Agreement, a Trust Subordinate Companion\nLoan REMIC shall be terminated and the assets of such Trust Subordinate Companion Loan REMIC shall be sold or otherwise disposed of in\nconnection therewith pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing\nfor the actions contemplated by the provisions hereof pursuant to which the applicable notice of termination is given and requiring that\nthe assets of such Trust Subordinate Companion Loan REMIC shall be sold for cash and that such Trust Subordinate Companion Loan REMIC\nshall terminate on a Distribution Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation.\nFor purposes of this Section 9.01(h)(ii)(B), the notice given pursuant to Section 9.01(h)(ii)(A) shall constitute the adoption\nof the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate Administrator\nin the final federal income tax return of such Trust Subordinate Companion Loan REMIC. Notwithstanding the termination of such Trust Subordinate\nCompanion Loan REMIC, the Certificate Administrator shall be responsible for filing the final Tax Returns for such Trust Subordinate Companion\nLoan REMIC for the period ending with such termination, and shall maintain books and records with respect to such Trust Subordinate Companion\nLoan REMIC for the period for which it maintains its own tax returns or other reasonable period.\n\n - 482 - \n\n \n\n(i)                \nEach Loan REMIC shall terminate as described in the related REMIC Declaration.\n\nArticle\nX\n\nEXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE\n\nSection 10.01      \nIntent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of\nthis Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related\nrules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery\nof information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act,\nthe Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation\nAB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests\nmade by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving\ninterpretations of Regulation AB. In connection with the BMO 2026-5C15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,\nSeries 2026-5C15, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the\nDepositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to\nthe Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications,\nrecords and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination\nof the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit\nthe Depositor or any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating\nto the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Back-Up Advancing\nAgent, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans\nand Serviced Whole Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect\nsuch compliance.\n\nSection 10.02      \nSuccession; Sub-Servicers; Subcontractors.\n\n(a)               \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition\nto any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer,\nthe Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”\nas contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator under this Agreement by any Person\n(i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or the Certificate Administrator may be merged or\nconsolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, any such Sub-Servicer\nor the Certificate Administrator, the Certificate Administrator (or, in the case of a successor to the Certificate Administrator, the\nTrustee) shall provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, at least\nfive (5) Business Days prior to the effective date of such succession or appointment as long\n\n - 483 - \n\n \n\nas such disclosure prior to such effective\ndate would not be violative of any applicable law or confidentiality agreement, otherwise no later than one (1) Business Day after such\neffective date, (x) written notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in\nwriting and in form and substance reasonably satisfactory to the Depositor and each such Other Depositor, all information relating to\nsuch successor (which such successor Master Servicer, Special Servicer, Sub-Servicer or Certificate Administrator shall be required\nto provide) reasonably requested by the Depositor or any such Other Depositor in order to comply with its reporting obligation under Item\n6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange\nAct). The Certificate Administrator (or the Trustee, if applicable) shall provide similar notice to the Depositor and each such Other\nDepositor in connection with any resignation or termination of the Master Servicer, the Special Servicer, any Sub-Servicer or the\nCertificate Administrator. In addition, with respect to each Serviced Companion Loan, the Certificate Administrator shall comply with\nthe Trust’s obligations under each Co-Lender Agreement (including with respect to the provision of any required notices) in\nconnection with any resignation, termination, replacement or appointment of the Master Servicer, the Special Servicer, any Sub-Servicer\nor the Certificate Administrator or any successor thereto.\n\n(b)              \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the\nMaster Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Back-Up Advancing Agent, the Trustee and the Certificate\nAdministrator (each of the Master Servicer, the Special Servicer, the Custodian, the Back-Up Advancing Agent, the Trustee and the Certificate\nAdministrator and each Sub-Servicer, for purposes of this Section 10.02(b), Section 10.02(c), Section 10.02(d)\nand Section 10.17, a “Servicer”) utilizes one or more Subcontractors to perform certain of its obligations\nhereunder, such Servicer shall promptly upon request provide to the Depositor, as well as any Other Depositor as to which the applicable\nServiced Companion Loan is affected, a written description (in form and substance satisfactory to the Depositor and each such Other Depositor)\nof the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding\ncalendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will be\naddressed in assessments of compliance provided by each such Subcontractor. Each Servicer shall cause any Subcontractor determined to\nbe a Servicing Function Participant used by such Servicer for the benefit of the Depositor to comply with the provisions of Section 10.09\nand Section 10.10 of this Agreement to the same extent as if such Subcontractor were such Servicer. Such Servicer shall obtain\nfrom each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable\nefforts to cause such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related accountant’s\nattestation required to be delivered by such Subcontractor under Section 10.09 and Section 10.10 of this Agreement,\nin each case, as and when required to be delivered.\n\n(c)               \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding\nthe foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such\nServicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of\nRegulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a\nServicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item\n1101 of\n\n - 484 - \n\n \n\nRegulation AB and meets the criteria in Item\n1108(a)(2)(i), (ii) or (iii) of Regulation AB, then the engagement of such Subcontractor shall not be effective unless and until\nnotice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion\nLoan is affected, of any such Subcontractor and sub-servicing agreement and, if such Subcontractor is engaged by the Master Servicer\nor the Special Servicer, such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement. Written notice of\nthe engagement of such Subcontractor and the related Sub-Servicing Agreement (other than such agreements set forth on Exhibit S\nhereto) (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer)\nshall be delivered to the Depositor, the Certificate Administrator and each such Other Depositor at least five (5) Business Days prior\nto the effective date of such engagement. Such notice shall contain all information reasonably necessary, and in such form as may be necessary,\nto enable the Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion\nLoan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this\nAgreement (if such reports under the Exchange Act are required to be filed under the Exchange Act).\n\n(d)              \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding\nthe foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages a Sub-Servicer\nor if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the duties of the Master\nServicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related Sub-Servicing Agreement\n(with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) is either\n(i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment to the Master Servicer) or (ii)\namended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable, determines that, as a result\nof such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become a “servicer” within\nthe meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets\nthe criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets, then the Master Servicer, the Special\nServicer or such other Servicer, as applicable, shall provide written notice of such amendment, modification or assignment to the Depositor\nand the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected at least five\n(5) Business Days prior to the effective date of such amendment, modification or assignment (or if such prior notice would be violative\nof applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this\nAgreement). Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate\nAdministrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately\nand timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under\nthe Exchange Act are required to be filed under the Exchange Act).\n\n(e)               \nFor so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection\nwith the succession to the Back-Up Advancing Agent, the Trustee or Certificate Administrator under this Agreement by any Person (i) into\nwhich the Back-Up Advancing Agent, the Trustee or Certificate Administrator may be\n\n - 485 - \n\n \n\nmerged or consolidated, or (ii) which\nmay be appointed as a successor to the Back-Up Advancing Agent, the Trustee or Certificate Administrator, the Back-Up Advancing Agent,\nthe Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten (10) Business\nDays prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable law or any\napplicable confidentiality agreement, no later than the time required under Section 10.07 of this Agreement) and shall furnish\npursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing and in form and substance\nreasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for the Back-Up Advancing Agent,\nthe Certificate Administrator, the Trustee and each Other Exchange Act Reporting Party to accurately and timely report the event under"}