{"url_path":"/sec/cik-0002133003/8-k/2026-06-24/item-1125","section_key":"item-1125","section_title":"Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102 to the Form ABS-EE","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/2133003/0001539497-26-001856-index.html","accession_number":"0001539497-26-001856","cik":"0002133003","ticker":null,"issuer_name":"Wells Fargo Commercial Mortgage Trust 2026-5C9","edgar_url":"https://www.sec.gov/Archives/edgar/data/2133003/0001539497-26-001856-index.html","primary_entity_key":"0002133003","primary_entity_name":"Wells Fargo Commercial Mortgage Trust 2026-5C9"},"word_count":199728,"has_tables":true,"body_markdown":"Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102 to the Form ABS-EE\nincorporated by reference into the Prospectus in both EDGAR-Compatible Format and Excel format.\n\n“Initial Sub-Servicer”:\nWith respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date, the\nSub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity with respect to the Serviced Mortgage\nLoans listed on Exhibit FF is an Initial Sub-Servicer.\n\n“Initial Sub-Servicing\nAgreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.\n\n“Inquiry”\nand “Inquiries”: As each is defined in Section 4.07(a).\n\n“Institutional Accredited\nInvestor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs (1), (2),\n(3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come within such paragraphs.\n\n“Insurance and Condemnation\nProceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation of a Mortgaged\nProperty, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released\nto the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard (and in the case of any Mortgage\nLoan with a related Companion Loan, to the extent that any portion of such proceeds are received by the Master Servicer or Certificate\nAdministrator in connection with such Mortgage Loan, pursuant to the allocations set forth in the related Intercreditor Agreement) and\nthe REMIC Provisions.\n\n“Insurance Policy”:\nWith respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy that is\nmaintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.\n\n“Insurance Summary\nReport”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller or\na third party insurance\n\n -54- \n\n \n\nconsultant on behalf of the related Mortgage\nLoan Seller that provides a summary of all Insurance Policies covering the related Mortgaged Property or Mortgaged Properties, identifying\nthe insurance provider, applicable ratings of each such provider and the amount of coverage and any applicable deductible.\n\n“Intercreditor Agreement”:\nEach intercreditor agreement, co-lender agreement or other similar agreement between noteholders relating to a Whole Loan described in\nthe table under the heading “Whole Loans” in the Preliminary Statement hereto, and any intercreditor agreement entered into\nin connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any\nfuture mezzanine indebtedness permitted under the related Mortgage Loan documents.\n\n“Interest Accrual\nAmount”: With respect to any Distribution Date and any Class of Regular Certificates, the amount of interest for the related\nInterest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance or Notional Amount,\nas applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period shall\nbe made on a 30/360 basis.\n\n“Interest Accrual\nPeriod”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.\n\n“Interest Distribution\nAmount”: With respect to any Class of Regular Certificates for any Distribution Date, an amount equal to (A) the sum of\n(i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii) the Interest\nShortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Excess Prepayment Interest\nShortfall allocated to such Class of Certificates on such Distribution Date.\n\nFor purposes of clause (B)\nabove, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Regular Certificates\nin an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator\nof which is the Interest Accrual Amount for such Class for such Distribution Date and the denominator of which is the aggregate Interest\nAccrual Amounts for all Classes of Regular Certificates for such Distribution Date.\n\n“Interest Reserve\nAccount”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator\npursuant to Section 3.04(b) initially in the name of “Computershare Trust Company, National Association, as Certificate\nAdministrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered Holders of\nBBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42, Interest Reserve Account”,\ninto which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount\nof an Eligible Account.\n\n“Interest Shortfall”:\nWith respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion of the Interest Distribution\nAmount for such Class of Certificates remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to\nthe extent permitted by applicable law, (i) other than in the case of Class X\n\n -55- \n\n \n\nCertificates, one month’s interest on\nthat amount remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates for the current Distribution Date and (ii) in\nthe case of the Class X Certificates, one-month’s interest on that amount remaining unpaid at the Weighted Average Net Mortgage\nRate for such Distribution Date.\n\n“Interested Person”:\nAs of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, the Risk Retention Consultation Party, any Sponsor,\nany Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding entities.\nWith respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer (or any Independent Contractor\nengaged by such Special Servicer), or the trustee for the securitization of a Companion Loan, and each related Companion Holder or its\nrepresentative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.\n\n“Investment Account”:\nAs defined in Section 3.06(a).\n\n“Investment Representation\nLetter”: As defined in Section 5.03(e), a form of which is attached as Exhibit C.\n\n“Investor Certification”:\nA certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit P-1C\nor Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s\nWebsite (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,\nthe Directing Certificateholder or the Risk Retention Consultation Party (to the extent such Person is not a Certificateholder), a Certificate\nOwner, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor, manager or other representative of the\nforegoing), (ii) that either (a) such Person is not a Borrower Party, in which case such Person shall have access to all the reports\nand information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person\nis a Borrower Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such\nPerson shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s\nWebsite hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder\nor a Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by the Certificate\nAdministrator, (iii) (other than with respect to a Companion Holder) that such Person has received a copy of the final Prospectus\nand (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided,\nhowever, that any Excluded Controlling Class Holder (i) shall be permitted to reasonably request and obtain in accordance\nwith Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect\nto which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such\nExcluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information)\nfrom the Master Servicer or the Special Servicer, as the case may be, and (ii) shall be considered a Privileged Person for all other\npurposes, except with\n\n -56- \n\n \n\nrespect to its ability to obtain information\nwith respect to any related Excluded Controlling Class Loan. The Certificate Administrator may require that Investor Certifications be\nre-submitted from time to time in accordance with its policies and procedures.\n\n“Investor Q&A\nForum”: As defined in Section 4.07(a).\n\n“Investor Registry”:\nAs defined in Section 4.07(b).\n\n“IRS”:\nThe Internal Revenue Service.\n\n“Joint Mortgage\nLoan”: Any Mortgage Loan comprised of multiple Mortgage Notes that are being sold separately to the Depositor by more than one\nMortgage Loan Seller. For the avoidance of doubt, the Mortgage Loans identified as ONX Industrial Campus and 535 & 545 5th Avenue\non the Mortgage Loan Schedule are the only Joint Mortgage Loans related to the Trust.\n\n“KBRA”:\nKroll Bond Rating Agency, LLC, and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”\nshall be deemed to refer to such other 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, the Directing\nCertificateholder and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings\nof the party so designated.\n\n“KeyBank”:\nKeyBank National Association, a national banking association, or its successors in interest.\n\n“Late Collections”:\nWith respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination Date,\nwhether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections\nof principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration\nof amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination Date and not previously\nrecovered. With respect to any REO Loan, all amounts received in connection with the related REO Property prior to the related Determination\nDate, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late collections\nof principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan, Whole Loan or Companion Loan,\nas applicable (without regard to any acceleration of amounts due under the predecessor Mortgage Loan, Whole Loan or Companion Loan, as\napplicable, by reason of default), on a Due Date prior to the immediately preceding Determination Date and not previously recovered. The\nterm “Late Collections” shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement,\nLate Collections shall refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion\nLoan, as applicable, pursuant to the terms of the related Intercreditor Agreement.\n\n“Legal Fee Reserve\nAccount”: The account created and maintained by the Certificate Administrator pursuant to Section 3.04(b), in the\nname of the “Legal Fee Reserve\n\n -57- \n\n \n\nAccount”, into which the amounts set\nforth in Section 3.04(b) shall be deposited directly and which must\nbe an Eligible Account.\n\n“Liquidation Event”:\nWith respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the following events: (i) such\nMortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan; (iii) such Mortgage\nLoan is repurchased by the applicable Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section 5 or Section 19,\nas applicable, of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or REO Property is purchased by the Special\nServicer, or by any Companion Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor\nAgreement, as applicable); (v) such Mortgage Loan or REO Property is purchased by the Special Servicer, the Master Servicer, the\nHolders of the majority of the Controlling Class or the Holders of the Class R Certificates pursuant to Section 9.01\nor acquired by the Sole Certificateholder in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage\nLoan or REO Property is sold by the Special Servicer pursuant to the terms of this Agreement.\n\n“Liquidation Expenses”:\nAll customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special Servicer in connection\nwith a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced Mortgaged Property) pursuant\nto Section 3.16 (including, without limitation, legal fees and expenses, committee or referee fees and, if applicable, brokerage\ncommissions and conveyance taxes).\n\n“Liquidation Fee”:\nA fee payable to the Special Servicer (A) with respect to each Specially Serviced Loan or REO Property (except with respect to a\nNon-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted payoff from the\nrelated Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the related Mortgage Loan\n(including the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been\npaid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff\nor other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated\nwith the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may be, and (B) with\nrespect to each Mortgage Loan and each Serviced Companion Loan (with respect to any Serviced Companion Loan, only to the extent that (i)\nthe Special Servicer is enforcing the related mortgage loan seller’s obligations under the applicable mortgage loan purchase agreement\nwith respect to such Serviced Companion Loan and (ii) the related Liquidation Fee is not otherwise required to be paid to the special\nservicer engaged with respect to such Serviced Companion Loan securitization trust or otherwise prohibited from being paid to the Special\nServicer (in each case, under the related Other Pooling and Servicing Agreement)) as to which the Special Servicer obtains any payment\nor Loss of Value Payment from the applicable mortgage loan seller in connection with the repurchase of such Mortgage Loan and Serviced\nCompanion Loan in accordance with Section 2.03(l), equal to the product of the Liquidation Fee Rate and the related payment\nor Loss of Value Payment (exclusive of default interest); provided, however, that any such fee payable with respect to the Serviced\nCompanion Loan shall be payable solely from proceeds on such Serviced Companion Loan; provided, however, that no Liquidation\nFee shall be payable with respect to (a) the purchase of any Specially Serviced Loan\n\n -58- \n\n \n\nby the Special Servicer or any Affiliate thereof\n(except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided,\nhowever, that prior to the occurrence and continuance of a Control Termination Event, if the Directing Certificateholder or an\nAffiliate thereof, purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the Directing\nCertificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the Special Servicer\nwill not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b)\nany event described in clause (iv) and (vii) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a\nrepurchase) so long as such repurchase, substitution or Loss of Value Payment occurs prior to the termination of the Extended Cure Period,\n(c) any event described in clauses (v) and (vi) of the definition of “Liquidation Proceeds”, as long as, with respect to a\npurchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days following\nthe date that the first purchase option trigger occurs resulting in such purchase option holder’s purchase option becoming exercisable\nduring that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with\nrespect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for\na breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing\nAgreement within the time period (or extension thereof) provided for such repurchase or such repurchase occurs prior to the termination\nof the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party to the\nOther Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization, or (e) if a\nMortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (ii)\nof the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related\nMaturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event\nthat a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer\nmay still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited\nby the related Mortgage Loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be\nreduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage\nLoan and any related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation within the prior\ntwelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation\nFee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes\nsuch Loss of Value Payment within ninety (90) days of receipt of notice of a breach (and giving effect to an extension period of ninety\n(90) days).\n\n“Liquidation Fee\nRate”: A rate equal to the lesser of (i) 1.00% with respect to any Specially Serviced Loan and REO Property; provided\nthat if such rate would result in an aggregate Liquidation Fee of less than $25,000, then the Liquidation Fee Rate will be equal to such\nhigher rate as would result in an aggregate Liquidation Fee equal to $25,000 and (ii) such lower rate that would result in a Liquidation\nFee of $1,000,000.\n\n -59- \n\n \n\n“Liquidation Proceeds”:\nCash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation (including\nany full, partial or discounted payoff) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted\nCompanion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion\nthereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the related\nMortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii) any sale of\n(A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b);\n(iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section 5\nor Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property\nby the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R\nCertificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable\nSubordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor\nAgreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance\nwith Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation\nFee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment\nshall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such\nLoss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation\nProceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion\nLoan, as applicable, pursuant to the terms of the related Intercreditor Agreement.\n\n“Loan-Specific Directing\nCertificateholder”: With respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing\nCertificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under\nthe related Intercreditor Agreement. Prior to the applicable Servicing Shift Date, a Loan-Specific Directing Certificateholder with respect\nto the related Servicing Shift Whole Loan will be the holder of the related Servicing Shift Control Note. With respect to each Servicing\nShift Whole Loan, on and after the applicable Servicing Shift Date, there will be no Loan-Specific Directing Certificateholder under this\nAgreement. As of the Closing Date, the Loan-Specific Directing Certificateholder with respect to the Franklin 8 Pack Whole Loan is BCREI.\n\n“Loss of Value Payment”:\nAs defined in Section 2.03(b) of this Agreement.\n\n“Loss of Value Reserve\nFund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated\nas such pursuant to Section 3.04(i) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not\npart of either Trust REMIC.\n\n“Lower-Tier\nDistribution Amount”: As defined in Section 4.01(c).\n\n“Lower-Tier\nPrincipal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution\nDate, an amount equal to the Original\n\n -60- \n\n \n\nLower-Tier Principal Amount of such Class\nas specified in the Preliminary Statement hereto, and (ii) as of any date of determination after the first Distribution Date, an\namount equal to the Certificate Balance of the Class of Related Certificates on the Distribution Date immediately prior to such date of\ndetermination (determined as adjusted pursuant to Section 1.02(iii)),\nand as set forth in Section 4.01(c).\n\n“Lower-Tier Regular\nInterests”: Any of the Class LA1, Class LA2, Class LA3, Class LAS, Class LB, Class LC, Class LD,\nClass LE, Class LF and Class LG-RR Uncertificated Interests.\n\n“Lower-Tier\nREMIC”: A segregated asset pool within the Trust Fund, the assets of which consist of the Mortgage Loans and the proceeds thereof,\nany REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage Loan), or the Trust’s\nbeneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts as shall from time to time be held\nin the Collection Account (other than with respect to any Companion Loan), the related portion of the REO Account, if any, the Interest\nReserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account, and all other properties included\nin the Trust Fund that are not in the Upper-Tier REMIC, except for the Loss of Value Reserve Fund.\n\n“Lower-Tier\nREMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate\nAdministrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially\nbe entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company,\nNational Association, as Trustee, for the benefit of the registered Holders of BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C42, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall\nbe an Eligible Account.\n\n“LTV Ratio”:\nWith respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the\nscheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on such Mortgage Loan prior to\nthat date), and the denominator of which is the Appraised Value of the related Mortgaged Property.\n\n“MAI”:\nMember of the Appraisal Institute.\n\n“Major Decision”:\nAs defined in Section 6.08(a).\n\n“Master Servicer”:\nWith respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, and its successors in\ninterest and assigns, or any successor appointed as allowed herein.\n\n“Material Defect”:\nWith respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially and\nadversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or any\nCertificateholder therein or causes such Mortgage Loan to be other than a “qualified mortgage” within the meaning of Section\n860G(a)(3) of the Code, but without regard\n\n -61- \n\n \n\nto the rule of Treasury Regulations Section\n1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.\n\n“Maturity Date”:\nWith respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment of\nprincipal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior to such\ndate of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole Loan or Companion\nLoan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.\n\n“Mediation Rules”:\nAs defined in Section 2.03(m)(i).\n\n“Mediation Services\nProvider”: As defined in Section 2.03(m)(i).\n\n“Merger Notice”:\nAs defined in Section 6.03(b).\n\n“Modification Fees”:\nWith respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loans, any and all fees with respect\nto a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan documents and/or\nrelated Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer,\nas applicable (other than all assumption fees, assumption application fees, consent fees, loan service transaction fees, defeasance fees,\nSpecial Servicing Fees, Liquidation Fees or Workout Fees).\n\n“Moody’s”:\nMoody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence,\n“Moody’s” shall be deemed to refer to such other 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, the Directing Certificateholder and the Special Servicer, and specific ratings of Moody’s herein referenced\nshall be deemed to refer to the equivalent ratings of the party so designated.\n\n“Morningstar DBRS”:\nDBRS, Inc., and its successors in interest. If neither Morningstar DBRS nor any successor remains in existence, “Morningstar DBRS”\nshall be deemed to refer to such other 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, the Directing\nCertificateholder and the Special Servicer and specific ratings of Morningstar DBRS herein referenced shall be deemed to refer to the\nequivalent ratings of the party so designated.\n\n“Mortgage”:\nWith respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related Mortgage\nNote and creating a first mortgage lien on the fee, leasehold and/or subleasehold interest in the related Mortgaged Property.\n\n -62- \n\n \n\n“Mortgage File”:\nWith respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following\ndocuments:\n\n(i)                         the original\nMortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of Computershare\nTrust Company, National Association, as Trustee for the benefit of the registered Holders of BBCMS Mortgage Trust 2026-5C42, Commercial\nMortgage Pass-Through Certificates, Series 2026-5C42, without recourse, representation or warranty” or in blank and further showing\na complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such\neffect from the related Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly\nassigned and endorsed to the Trustee);\n\n(ii)                      the original\nor a copy of the Mortgage, together with an original or copy of any intervening Assignments of Mortgage, in each case with evidence of\nrecording indicated thereon or certified to have been submitted for recording;\n\n(iii)                   an original\nAssignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank, and except for recording\ninformation not yet available, if the Mortgage or an assignment thereof has not been returned from the applicable recording office),\nexecuted by the most recent assignee of record thereof prior to the Trustee, or if none, by the originator to “Computershare Trust\nCompany, National Association, as Trustee for the benefit of the registered Holders of BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage\nPass-Through Certificates, Series 2026-5C42” or in blank and, in the case of any Serviced Whole Loan, in its capacity as “Lead\nSecuritization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion\nNoteholders;\n\n(iv)                  the original\nor a copy of any related Assignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage),\nwith evidence of recording indicated thereon or certified to have been submitted for recording;\n\n(v)                     an original\nAssignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of “Computershare\nTrust Company, National Association, as Trustee for the benefit of the registered Holders of BBCMS Mortgage Trust 2026-5C42, Commercial\nMortgage Pass-Through Certificates, Series 2026-5C42” or in blank and (subject to the completion of certain missing recording information\nand, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation\nof that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);\n\n -63- \n\n \n\n(vi)                  the original\nassignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned pursuant to clause (iii)\nor clause (v) above;\n\n(vii)               originals\nor copies of all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the\nterms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;\n\n(viii)            the original\nor a copy of the policy or certificate of lender’s title insurance (which may be in electronic form) issued in connection with\nthe origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may\nbe a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide\nthe same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title Insurance\nPolicy;\n\n(ix)                    any filed\ncopies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments and continuation statements\nin the possession of the applicable Mortgage Loan Seller;\n\n(x)                       an original\nAssignment in favor of the Trustee of any financing statement executed and filed in favor of the related Mortgage Loan Seller or an Affiliate\nthereof in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of that Assignment, a copy\nthereof certified to be the copy of such Assignment submitted or to be submitted for recording);\n\n(xi)                    the original\nor a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor Agreement relating to\na Serviced Whole Loan, if applicable;\n\n(xii)                 the original\nor copies of any loan agreement, escrow agreement, Security Agreement or letter of credit relating to such Mortgage Loan or Serviced\nWhole Loan;\n\n(xiii)              the original\nor a copy of any ground lease, ground lessor estoppel, environmental Insurance Policy, environmental indemnity or guaranty relating to\nsuch Mortgage Loan or Serviced Whole Loan;\n\n(xiv)             the original\nor a copy of any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(xv)                the original\nor a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan or Serviced Whole Loan\nand, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to\nthe franchisor of the transfer of such Mortgage Loan or Serviced Whole Loan and a request for\n\n -64- \n\n \n\nconfirmation that the Trust is a beneficiary\nof such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may be;\n\n(xvi)             the original\nor a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;\n\n(xvii)          the original\nor a copy of any related mezzanine intercreditor agreement;\n\n(xviii)       the original\nor a copy of all related environmental Insurance Policies; and\n\n(xix)               a list related\nto such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the Closing Date (the\n“Mortgage Loan Checklist”);\n\nprovided, however, that (a) whenever\nthe term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such\ndocuments and instruments required to be included therein unless they are actually received by the Custodian, (b) if there exists\nwith respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage\nFile” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy\nin the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such\noriginal or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage\nFile” for a Companion Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage\nLoan (except that references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to\na photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or\nrecordation of any Assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement\nin the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument\nand the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee shall hold such record\ntitle for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any\nefforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such\ninstrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust\nas the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any Non-Serviced\nMortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies\nof the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect\nto which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or\nother transfer documents referred to in clauses (iii), (v), (vi), (vii), (ix) and (x) above\nas being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be\n\n -65- \n\n \n\nin such form as was delivered to the applicable\nNon-Serviced Trustee or a custodian on its behalf, and (f) in connection with any Non-Serviced Mortgage Loan, any and all document delivery\nrequirements as regards to the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase\nAgreement will be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage\nLoan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan)\nto the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced\nPSA).\n\nNotwithstanding anything\nto the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect to the\noriginal Mortgage Note, related allonge and assignments held by or from the related Mortgage Loan Seller) by either of the applicable\nMortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage Loan Sellers.\n\n“Mortgage Loan”:\nEach of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that for the\npurposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned to the Trustee\npursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan” includes the related\nMortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. The term “Mortgage\nLoan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant\nto Section 2.03 and exclude any such replaced Mortgage Loan.\n\n“Mortgage Loan Checklist”:\nAs defined in the definition of “Mortgage File”.\n\n“Mortgage Loan Purchase\nAgreement”: Each agreement between the Depositor and a Mortgage Loan Seller, relating to the transfer of all of such Mortgage\nLoan Seller’s right, title and interest in and to the related Mortgage Loans.\n\n“Mortgage Loan Schedule”:\nThe list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached as Exhibit B,\nas any such schedule may be amended from time to time in connection with a substitution under Section 2.03 and in accordance\nwith the relevant Mortgage Loan Purchase Agreement, and which list sets forth the following information with respect to each Mortgage\nLoan so transferred:\n\n(i)                        the loan identification\nnumber (as specified in Annex A-1 to the Prospectus);\n\n(ii)                     the applicable\nMortgage Loan Seller(s);\n\n(iii)                  the street\naddress (including city, state, county and zip code) and name of the related Mortgaged Property;\n\n(iv)                  the Mortgage\nRate in effect at origination;\n\n(v)                     the Net Mortgage\nRate in effect at the Cut-off Date;\n\n -66- \n\n \n\n(vi)                  the original\nprincipal balance;\n\n(vii)               the Cut-off\nDate Balance;\n\n(viii)            the (a) original\nterm to stated maturity; (b) remaining term to stated maturity and (c) Maturity Date;\n\n(ix)                   the original\nand remaining amortization terms;\n\n(x)                      the amount\nof the Periodic Payment due on the first Due Date following the Cut-off Date; or, with respect to an interest-only Mortgage Loan or a\nMortgage Loan that provides for an initial interest-only period and provides for scheduled amortization payments after the expiration\nof such interest-only period prior to the Maturity Date, the amount equal to the average of the Periodic Payments due on the first 12\nDue Dates following the Cut-off Date;\n\n(xi)                   the applicable\nServicing Fee Rate;\n\n(xii)                whether\nthe Mortgage Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;\n\n(xiii)             whether\nsuch Mortgage Loan is secured by the related Mortgagor’s interest in a ground lease;\n\n(xiv)             identifying\nany Mortgage Loans with which such Mortgage Loan is cross-defaulted or cross-collateralized;\n\n(xv)                whether the\nrelated Mortgage Loan is secured by a letter of credit (and, if so, a description of such letter of credit); and\n\n(xvi)             the general\nproperty type of the related Mortgaged Property.\n\n“Mortgage Loan Seller”:\nEach of (i) Barclays or its successors in interest, (ii) CREFI or its successors in interest, (iii) SMC or its successors in interest,\n(iv) GSMC or its successors in interest, (v) KeyBank or its successors in interest, (vi) AREF2 or its successors in interest, (vii) GACC\nor its successors in interest, (viii) SGFC or its successors in interest and (ix) ZBNA or its successors in interest.\n\n“Mortgage Loan Seller\nPercentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with respect thereto, a\nfraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date Balance of the promissory notes contributed\nby such Mortgage Loan Seller to this securitization, and the denominator of which is equal to the Cut-off Date Balance of such Joint Mortgage\nLoan.\n\n“Mortgage Note”:\nThe original executed promissory note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, as the case\nmay be, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement thereof.\n\n -67- \n\n \n\n“Mortgage Rate”:\nWith respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan) or related Serviced Pari Passu Companion Loan on\nor prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage\nLoan or related Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and applicable law;\nor (ii) any Mortgage Loan or related Serviced Pari Passu Companion Loan after its Maturity Date, the annual rate described in clause (i)\nabove determined without regard to the passage of such Maturity Date.\n\n“Mortgaged Property”:\nThe real property subject to the lien of a Mortgage.\n\n“Mortgagor”:\nThe obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property\nand assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan that utilizes\nan indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually and collectively,\nas the context may require.\n\n“Net Investment\nEarnings”: With respect to the Collection Accounts, the Servicing Accounts, the REO Account or the Companion Distribution Account\nfor any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount, if any, by which the aggregate\nof all interest and other income realized during such period on funds relating to the Trust Fund held in such account, exceeds the aggregate\nof all losses, if any, incurred during such period in connection with the investment of such funds in accordance with Section 3.06.\n\n“Net Investment\nLoss”: With respect to the Collection Account, the Servicing Accounts, the REO Account or the Companion Distribution Account\nfor any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate of all\nlosses, if any, incurred during such period in connection with the investment of funds relating to the Trust held in such account in accordance\nwith Section 3.06, exceeds the aggregate of all interest and other income realized during such period on such funds.\n\n“Net Mortgage Rate”:\nWith respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of an REO Loan\nrelated to any Companion Loan) as of any date of determination, a rate *per annum* equal to the related Mortgage Rate then in effect,\n*minus* the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through\nRates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms\nof the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a Non-Serviced Master Servicer or a Non-Serviced\nSpecial Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor; provided, further,\nthat for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then,\nsolely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage\nLoan for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect\nof such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount\nof interest actually accrued in\n\n -68- \n\n \n\nrespect of such Mortgage Loan during such one-month\nperiod at the related Net Mortgage Rate; provided, further,\nthat, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates\nthat occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year\nwhich is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined exclusive\nof any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution\nDate), will be determined inclusive of the Withheld Amounts in the immediately preceding January and February, if applicable.\nWith respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage\nLoan had remained outstanding.\n\n“Net Operating Income”:\nWith respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance\nwith the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by the CREFC®.\n\n“New Lease”:\nAny lease of REO Property entered into at the direction of the Special Servicer on behalf of the Trust, including any lease renewed, modified\nor extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.\n\n“Non-Book Entry\nCertificates”: As defined in Section 5.02(c).\n\n“Nonrecoverable\nAdvance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed\nReimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with the procedures\nspecified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed\nReimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest, Insurance and Condemnation Proceeds,\nLiquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to\npotential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined that such Workout-Delayed\nReimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that\nmade such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general\ncollections on the Mortgage Loans and REO Properties.\n\n“Nonrecoverable\nP&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced\nMortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, the Master Servicer determines,\nin accordance with the Servicing Standard, or the Trustee determines, in accordance with its business judgment, will not be ultimately\nrecoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery\non or in respect of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with\nrespect to any Specially Serviced Loan, prior to the occurrence of a Consultation Termination Event (other than with\n\n -69- \n\n \n\nrespect to any Excluded Loan), in consultation\nwith the Directing Certificateholder), make a determination in accordance with the Servicing Standard, that any P&I Advance previously\nmade or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced\nMortgage Loan, the Master Servicer shall deliver to any master servicer under any Other Pooling and Servicing Agreement, and, with respect\nto a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced Master Servicer under the Non-Serviced\nPSA), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.\nAny such determination may be conclusively relied upon by, and shall be binding upon, the Master Servicer and the Trustee (but\nthis statement shall not be construed to entitle the Special Servicer to reverse the determination of the Master Servicer or the Trustee\nor to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance would be a Nonrecoverable Advance),\nprovided, however, that the Special Servicer shall have no such obligation to make an affirmative determination that any\nP&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such P&I Advance is\nor would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special\nServicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable\nP&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining\nportion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced\nWhole Loan, if any Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer, as applicable, in connection with\na securitization of the related Non-Serviced Companion Loan determines that a P&I Advance with respect to the related Non-Serviced\nCompanion Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the Master Servicer and\nthe Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan; provided, however, that\nthe Master Servicer and the Trustee may conclusively rely on the non-recoverability determination of the Non-Serviced Master Servicer\nor Non-Serviced Trustee under the related Non-Serviced Pooling Agreement. Similarly, with respect to the related Non-Serviced Mortgage\nLoan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to\na related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the\ndetermination by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and related Non-Serviced Trustee as it relates\nto any proposed payment advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides\notherwise). In making such recoverability determination, the Master Servicer, Special Servicer or Trustee, as applicable, shall be entitled\n(a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion\nLoan(s), as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current\nconditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master\nServicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee)\nregarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider\n(consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment\nin the case of the Trustee, solely in its capacity as\n\n -70- \n\n \n\nTrustee) (among other things) future expenses,\n(c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer\nor in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing\nof recoveries, (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the\nrecovery of which are being deferred or delayed by the Master Servicer, the Trustee or the Special Servicer, in light of the fact that\nrelated proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such\ndelayed or deferred Advance and (e) with respect to a Non-Serviced Whole Loan, to consider any non-recoverability determination of the\nNon-Serviced Master Servicer or Non-Serviced Trustee under the related Non-Serviced PSA relating to a principal and interest advance for\na Non-Serviced Companion Loan. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, shall be\nentitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with\nrespect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master\nServicer, the Trustee or the Special Servicer because there is insufficient principal available for such recovery, in light of the fact\nthat proceeds on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as\na potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being\ndeferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse\nany other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the\ncase of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may\nobtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making\na recoverability determination (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the\nMaster Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting\nparty for such purpose). Absent bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination\nas to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master\nServicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that any proposed\nP&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall\nbe evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the\nTrustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination\nEvent and only with respect to any Mortgage Loan other than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other\nServicer), the Operating Advisor (but only in the case of the Special Servicer and only after the occurrence and continuation of a Control\nTermination Event) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor\nand the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate\nshall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee,\nas applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense\nstatements, rent rolls, occupancy status, property inspections and any other information\n\n -71- \n\n \n\nused by the Master Servicer, the Special Servicer\nor the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan or the\nrelated Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s\ndetermination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on\nthe Special Servicer’s determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized\nMortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized\nMortgage Loan.\n\n“Nonrecoverable\nServicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a\nNon-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which, the Master Servicer or the Special Servicer determines in\naccordance with the Servicing Standard, or the Trustee determines, in its business judgment, will not be ultimately recoverable, together\nwith any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect\nof such Mortgage Loan, Whole Loan or REO Property. In making such recoverability determination, such Person shall be entitled (a) to consider\n(among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable,\nas it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and\noccupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer\nor the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding\nthe possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent\nwith the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case\nof the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent\nwith the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case\nof the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the\nexistence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed\nby the Master Servicer, the Special Servicer or the Trustee because there is insufficient principal available for such reimbursement,\nin light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential\nsource of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable\nServicing Advance, shall be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement\nAmounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed\nby the Master Servicer, the Special Servicer or the Trustee, in light of the fact that proceeds on the related Mortgage Loan are a source\nof recovery not only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable\nAdvance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update\nor change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable\nAdvance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the\ncase of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals\nor market value estimates or\n\n -72- \n\n \n\nother information for making a recoverability\ndetermination (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer\nand the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting party for\nsuch purpose). Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the\nrecoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer,\nthe Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing\nAdvance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be\nevidenced by an Officer’s Certificate delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee,\nthe Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and\nonly with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer and\nOther Trustee), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor,\nthe Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage\nLoan, any Other Servicer); provided, however,\nthat the Special Servicer may, at its option (with respect to any Specially Serviced Loan, prior to the occurrence of a Consultation Termination\nEvent (other than with respect to any Excluded Loan), in consultation with the Directing Certificateholder) make a determination in accordance\nwith the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and\nshall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, the Master Servicer shall deliver to the applicable\nmaster servicer under the related Other Pooling and Servicing Agreement, and with respect to a Non-Serviced Mortgage Loan, the Master\nServicer shall deliver to the related Non-Serviced Master Servicer), the Certificate Administrator, the Trustee, the Operating Advisor\nand the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, and shall\nbe binding upon, the Master Servicer and the Trustee (but this statement shall\nnot be construed to entitle the Special Servicer to reverse the determination of the Master Servicer or the Trustee or to prohibit the\nMaster Servicer or the Trustee from making a determination that a P&I Advance would be a Nonrecoverable Advance), provided,\nhowever, that the Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance\nis or would be recoverable and in the absence of a determination by the Special Servicer that such Servicing Advance is or would be a\nNonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer\nmakes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing\nAdvance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination that any remaining portion\nof any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall\nset forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee,\nas applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense\nstatements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer\nor the Trustee, as applicable, to make such determination and shall include any existing Appraisal with respect to the related Mortgage\nLoan, Serviced Companion Loan or related\n\n -73- \n\n \n\nMortgaged Property). The Special Servicer shall\npromptly furnish any party required to make Servicing Advances hereunder with any information in its possession regarding the Specially\nServiced Loans and REO Properties as such party required to make Servicing Advances may reasonably request for purposes of making recoverability\ndeterminations. The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination\nthat a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special\nServicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary,\nif the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such\nrequest as evidence that such Advance is not a Nonrecoverable Servicing Advance; provided, however, the Special Servicer\nshall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than\nemergency advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage\nLoan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized\nMortgage Loan. The determination as to the recoverability of any Servicing Advance previously made or proposed to be made in respect of\na Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced\nTrustee, as the case may be, pursuant to the related Non-Serviced PSA.\n\n“Non-Registered\nCertificate”: Unless and until registered under the Securities Act, any Class X-B, Class X-D, Class X-E, Class X-F, Class D,\nClass E, Class F, Class G-RR or Class R Certificate.\n\n“Non-Serviced Asset\nRepresentations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.\n\n“Non-Serviced Certificate\nAdministrator”: The “Certificate Administrator” under a Non-Serviced PSA.\n\n“Non-Serviced Companion\nLoan”: Each of the Pari Passu Companion Loans and Subordinate Companion Loans, if any, identified as “Non-Serviced”\nunder the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.\n\n“Non-Serviced Custodian”:\nAny custodian under a Non-Serviced PSA.\n\n“Non-Serviced Depositor”:\nThe “Depositor” under a Non-Serviced PSA.\n\n“Non-Serviced Gain-on-Sale\nProceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan pursuant to the related\nNon-Serviced PSA.\n\n“Non-Serviced\nIndemnified Parties”: As defined in Section 6.04(i).\n\n“Non-Serviced Intercreditor\nAgreement”: Each of the Intercreditor Agreements related to the Whole Loans identified as “Non-Serviced” under the\ncolumn entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.\n\n -74- \n\n \n\n“Non-Serviced Master\nServicer”: The “Master Servicer” under a Non-Serviced PSA.\n\n“Non-Serviced Mortgage\nLoan”: Each of the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type” in the\n“Whole Loan” chart in the Preliminary Statement. Any Servicing Shift Mortgage Loan will be a Non-Serviced Mortgage Loan on\nand after the applicable Servicing Shift Date for the related Servicing Shift Whole Loan.\n\n“Non-Serviced Mortgaged\nProperty”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole Loan, the related\nMortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole Loan.\n\n“Non-Serviced Operating\nAdvisor”: The “Operating Advisor” under a Non-Serviced PSA.\n\n“Non-Serviced\nPaying Agent”: The “Paying Agent” under a Non-Serviced PSA.\n\n“Non-Serviced Primary\nServicing Fee Rate”: With respect to each of the Non-Serviced Mortgage Loans, (i) 0.00125% *per annum* for the Pinnacle\nTower Mortgage Loan, (ii) 0.00125% *per annum* for the Hunter Portfolio Tranche 2 Mortgage Loan and (iii) 0.00125% *per annum*\nfor the 535 & 545 5th Avenue Mortgage Loan.\n\n“Non-Serviced\nPSA”: Each of the PSAs identified under the “Non-Serviced PSA” column in the “Whole Loan” chart in the\nPreliminary Statement.\n\n“Non-Serviced Special\nServicer”: The “Special Servicer” under a Non-Serviced PSA.\n\n“Non-Serviced Trust”:\nThe “Trust” formed under a Non-Serviced PSA.\n\n“Non-Serviced Trustee”:\nThe “Trustee” under a Non-Serviced PSA.\n\n“Non-Serviced Whole\nLoan”: Each of the Non-Serviced Pari Passu Whole Loans and the Non-Serviced AB Whole Loans. Any Servicing Shift Whole Loan will\nbe a Non-Serviced Whole Loan on and after its related Servicing Shift Date.\n\n“Non-Serviced Whole\nLoan Controlling Holder”: The “directing certificateholder” or similarly defined party under a Non-Serviced PSA.\n\n“Non-Specially Serviced\nLoan”: As defined in Section 3.01.\n\n“Non-U.S. Beneficial\nOwnership Certification”: As defined in Section 5.03(f).\n\n“Non-U.S. Tax\nPerson”: Any person other than a U.S. Tax Person.\n\n“Notional Amount”:\nIn the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates, the\nClass X-B Notional Amount; in\n\n -75- \n\n \n\nthe case of the Class X-D Certificates,\nthe Class X-D Notional Amount; in the case of the Class X-E Certificates, the Class X-E Notional Amount; and in the case\nof the Class X-F Certificates, the Class X-F Notional Amount.\n\n“NRSRO”:\nAny nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including the\nRating Agencies.\n\n“NRSRO Certification”:\nA certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically and\nexecuted by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website,\nin either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or that\nsuch NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the\nExchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information confidential,\nexcept to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to the foregoing\neach time it accesses the 17g-5 Information Provider’s Website.\n\n“OCC”:\nOffice of the Comptroller of the Currency.\n\n“Officer’s\nCertificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional Servicer,\nas the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.\n\n“Offshore Transaction”:\nAny “offshore transaction” as defined in Rule 902(h) of Regulation S.\n\n“Operating Advisor”:\nPark Bridge Lender Services LLC, a New York limited liability company, and its successors in interest and assigns, or any successor operating\nadvisor appointed as herein provided.\n\n“Operating Advisor\nAnnual Report”: As defined in Section 3.26(c).\n\n“Operating Advisor\nConsulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties\nwith respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor pays with respect to any Mortgage\nLoan (other than any Non-Serviced Mortgage Loan and each related Companion Loan), payable pursuant to Section 3.05 of this\nAgreement; provided that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable\nfee; provided, further, subject to the immediately following provision, that the Operating Advisor may in its sole discretion\nreduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further that the Master Servicer\nor the Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related\nMortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master\nServicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver\nor reduction).\n\n -76- \n\n \n\n“Operating Advisor\nExpenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional\nTrust Fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee and the Operating\nAdvisor Consulting Fee).\n\n“Operating Advisor\nFee”: With respect to each Mortgage Loan and REO Loan (including each Non-Serviced Mortgage Loan, but excluding any Companion\nLoan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).\n\n“Operating Advisor\nFee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a *per annum* rate\nequal to 0.00229%.\n\n“Operating Advisor\nStandard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and\nfor the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders of the related\nCompanion Loan(s) (as a collective whole as if such Certificateholders and Companion Holders constituted a single lender), and not to\nany particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment),\nbut without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its Affiliates may have\nwith any of the underlying Mortgagors, a manager of a Mortgaged Property, any sponsor, the Mortgage Loan Sellers, the Depositor, the Master\nServicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder, any Certificateholder, the Risk Retention\nConsultation Party or any of their Affiliates.\n\n“Operating Advisor\nTermination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected by operation\nof law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental\nbody:\n\n(a)              \nany failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material\nbreach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty (30)\ndays after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating Advisor by any\nparty to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates having\ngreater than 25% of the aggregate Voting Rights, provided that with respect to any such failure that is not curable within such\nthirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days to effect such cure so long as it\nhas commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and the Certificate Administrator\nwith an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;\n\n(b)              \nany failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied\nfor a period of thirty\n\n -77- \n\n \n\n(30) days after the date on which written\nnotice of such failure, requiring the same to be remedied, is given in writing to the Operating Advisor by any party to this Agreement;\n\n(c)              \nany failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty\n(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given in writing to the Operating\nAdvisor by any party to this Agreement;\n\n(d)              \na decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under\nany present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator\nin any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation\nof its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained in force undischarged\nor unstayed for a period of sixty (60) days;\n\n(e)              \nthe Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,\nreadjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating\nAdvisor or of or relating to all or substantially all of its property; or\n\n(f)               \nthe Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage\nof any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends\npayment of its obligations.\n\n“Opinion of Counsel”:\nA written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer, the Special Servicer,\nthe Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to the Trustee and the Certificate Administrator,\nexcept that any opinion of counsel relating to (a) the qualification of either Trust REMIC as a REMIC, (b) compliance with the\nREMIC Provisions, or (c)  the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05,\nmust be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor\nand the Asset Representations Reviewer.\n\n“Original Certificate\nBalance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount thereof as of\nthe Closing Date, in each case as specified in the Preliminary Statement.\n\n“Original Lower-Tier\nPrincipal Amount”: With respect to any Class of Lower-Tier Regular Interests, the initial principal amount thereof as of the\nClosing Date, in each case as specified in the Preliminary Statement.\n\n“Original Notional\nAmount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount, the\nClass X-E Notional\n\n -78- \n\n \n\nAmount and the Class X-F Notional Amount,\nthe applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.\n\n“Other Asset Representations\nReviewer”: Any asset representations reviewer under an Other Pooling and Servicing Agreement.\n\n“Other Certificate\nAdministrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.\n\n“Other Depositor”:\nAny depositor under an Other Pooling and Servicing Agreement.\n\n“Other Exchange\nAct Reporting Party”: With respect to any Other Securitization that is subject to the reporting requirements of the Exchange\nAct, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other Pooling and Servicing\nAgreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D, Form ABS-EE and Form 10-K with respect to such\nOther Securitization, as identified in writing to the parties to this Agreement; and, with respect to any Other Securitization that is\nnot subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer\nor depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or dissemination of periodic\ndistribution date statements or similar reports, as identified in writing to the parties to this Agreement.\n\n“Other Pooling and\nServicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement, as applicable, that creates a trust\nwhose assets include any Serviced Companion Loan.\n\n“Other Securitization”:\nAs defined in Section 11.06.\n\n“Other Servicer”:\nAny master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement. With respect to the delivery of\nany notices, reports or other information required to be delivered pursuant to this Agreement by any party hereto to an Other Servicer,\n“Other Servicer” shall mean the master servicer under the applicable Other Pooling and Servicing Agreement and, only to the\nextent required by or contemplated by the related Intercreditor Agreement, the special servicer under the applicable Other Pooling and\nServicing Agreement.\n\n“Other Trustee”:\nAny trustee under an Other Pooling and Servicing Agreement.\n\n“Ownership Interest”:\nAs to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein, whether\ndirect or indirect, legal or beneficial, as owner or as pledgee.\n\n“P&I Advance”:\nAs to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master Servicer or the Trustee,\nas applicable, pursuant to Section 4.03 or Section 7.05.\n\n -79- \n\n \n\n“P&I Advance\nDate”: The Business Day immediately preceding each Distribution Date.\n\n“P&I Advance\nDetermination Date”: With respect to any Distribution Date, the close of business on the related Determination Date.\n\n“Pari Passu Companion\nLoan”: A Companion Loan that is *pari passu* in right of payment with the Mortgage Loan included in the related Whole Loan.\n\n“Pass-Through\nRate”: Any of the Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-S\nPass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through\nRate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class X-A\nPass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-E Pass-Through Rate or the Class\nX-F Pass-Through Rate, as the case may be.\n\nNone of the Class R Certificates\nwill have Pass-Through Rates.\n\n“PCAOB”:\nThe Public Company Accounting Oversight Board.\n\n“Penalty Charges”:\nWith respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan (or any successor REO Loan),\nany amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor REO Loan thereto) that is part\nof a Serviced Whole Loan, actually collected on such Serviced Whole Loan and allocated and paid on such Serviced Companion Loan (or any\nsuccessor REO Loan) in accordance with the related Intercreditor Agreement) that represent late payment charges or Default Interest, other\nthan a Prepayment Premium or a Yield Maintenance Charge.\n\n“Percentage Interest”:\nAs to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in distributions required\nto be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates), the percentage\ninterest is equal to the Denomination as of the Closing Date of such Certificate divided by the Original Certificate Balance or Original\nNotional Amount, as applicable, of such Class of Certificates as of the Closing Date. With respect to a Class R Certificate, the\nPercentage Interest is set forth on the face thereof.\n\n“Performance Certification”:\nAs defined in Section 11.06.\n\n“Performing Party”:\nAs defined in Section 11.12.\n\n“Periodic Payment”:\nWith respect to any Mortgage Loan or the related Companion Loan(s), the scheduled monthly payment of principal and/or interest on such\nMortgage Loan or Companion Loan(s), including any Balloon Payment, which is payable (as the terms of the applicable Mortgage Loan or Companion\nLoan(s) may be changed or modified in connection with a bankruptcy or similar proceedings involving the related Mortgagor or by reason\nof a modification, extension, waiver or amendment granted or agreed to pursuant to the\n\n -80- \n\n \n\nterms hereof) by a Mortgagor from time to time\nunder the related Mortgage Note and applicable law, without regard to any acceleration of principal of such Mortgage Loan or Companion\nLoan(s) by reason of default thereunder.\n\n“Permitted Investments”:\nAny one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator, or managed\nby the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder), regardless of\nwhether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or any of their\nrespective Affiliates and having the required ratings, if any, provided for in this definition and which shall not be subject to liquidation\nprior to maturity:\n\n(i)                         direct obligations\nof, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Fannie Mae, Freddie\nMac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit\nof the United States of America that mature in one (1) year or less from the date of acquisition; provided that\nany obligation of, or guarantee by, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United\nStates of America, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification\nof the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then-outstanding any class\nof Serviced Companion Loan Securities that are then rated by such Rating Agency, such class of securities) as evidenced in writing, other\nthan (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and\nUrban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed\nmortgage-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and\nguaranteed pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated\ndebt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such\nobligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or “AAAm” by S&P,\nif such obligations mature in 365 days or less;\n\n(ii)                      time deposits,\nunsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of issuance and are\nissued or held by any depository institution or trust company (including the Trustee) incorporated or organized under the laws of the\nUnited States of America or any State thereof and subject to supervision and examination by federal or state banking authorities which\n(A) satisfy the Applicable S&P Permitted Investment Rating, (B) satisfy the Applicable Fitch Permitted Investment Rating\nand (C) satisfy the Applicable KBRA Permitted Investment Rating; or, in each case, such other rating as would not result in the downgrading,\nwithdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as\nthere is then-outstanding any class of Serviced\n\n -81- \n\n \n\nCompanion Loan Securities that is then\nrated by such rating agency, such class of securities) as evidenced in writing;\n\n(iii)                   repurchase\nagreements or obligations with respect to any security described in clause (i) above where such security has a remaining\nmaturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust company\n(acting as principal) described in clause (ii) above;\n\n(iv)                  debt obligations\nbearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state\nthereof which mature in one (1) year or less from the date of acquisition that, in each case, (A) satisfy the Applicable S&P\nPermitted Investment Rating, (B) satisfy the Applicable Fitch Permitted Investment Rating and (C) satisfy the Applicable KBRA\nPermitted Investment Rating (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through (C) above,\nsuch lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency in addition to a Rating Agency Confirmation\nfrom each Rating Agency not rating such debt obligations); provided, however, that securities issued by any particular\ncorporation will not be Permitted Investments to the extent that investment therein will cause the then-outstanding principal amount\nof securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal\nbalance and the aggregate principal amount of all Permitted Investments in such accounts;\n\n(v)                     commercial\npaper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,\nprovided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding\nimposed by any non-United States jurisdiction) that (A) satisfy the Applicable S&P Permitted Investment Rating, (B) satisfy\nthe Applicable Fitch Permitted Investment Rating and (C) satisfy the Applicable KBRA Permitted Investment Rating (or such lower rating\nas is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan\nSecurities in addition to a Rating Agency Confirmation from each Rating Agency not rating such debt obligations);\n\n(vi)                  money market\nfunds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, the Wells Fargo Money Market Funds\nor the Wells Fargo Advantage Government Money Market Fund), which seek to maintain a constant net asset value per share, so long as any\nsuch fund is rated “AAAm” by S&P and in the highest short term unsecured debt ratings category by each of Fitch and KBRA\n(or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2) NRSROs (which must include S&P and may include any\nof the other Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency\n\n -82- \n\n \n\nConfirmation from such Rating Agency) relating\nto the Certificates and any Serviced Companion Loan Securities;\n\n(vii)               any other\ndemand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the minimum rating(s)\nset forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect to which a Rating\nAgency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not\nsatisfied with respect to such demand, money market or time deposit, obligation, security or investment (and from KBRA, if KBRA does\nnot rate such demand, money market or time deposit, obligation, security or investment) and confirmation of the applicable rating agencies\nthat such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion\nLoan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating\nAgency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); and\n\n(viii)            any other\ndemand, money market or time deposit, obligation, security or investment not listed in clauses (i) – (vi)\nabove with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;\n\nprovided, however,\nthat with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified\nrating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the “(sf)”\nsubscript, and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as a “cash\nflow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed dollar of\nprincipal due at maturity that cannot vary or change, (b) any such investment that provides for a variable rate of interest must\nhave an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with such index,\n(c) any such investment must not be subject to liquidation prior to maturity, and (d) any such investment must not be purchased\nat a premium over par; and provided, further, however, that no such instrument shall be a Permitted Investment (a) if\nsuch instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments\nwith respect to such instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at\npar of such underlying obligations or (b) if such instrument may be redeemed at a price below the purchase price; and provided,\nfurther, however, that no amount beneficially owned by either Trust REMIC (even if not yet deposited in the Trust) may be\ninvested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master\nServicer receives an Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of\neither Trust REMIC. Permitted Investments may not be interest-only securities. All investments shall mature or be redeemable upon\nthe option of the holder thereof on or prior to the Business Day preceding the day before the date such amounts are required to be applied\nhereunder.\n\n -83- \n\n \n\n“Permitted Special\nServicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance commissions\nor fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party\nwith respect to any Mortgage Loan and Serviced Companion Loan (including any related REO Property) in accordance with this Agreement.\n\n“Permitted Transferee”:\nAny Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate\nRegistrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer)\nto the effect that the Transfer of an Ownership Interest in any Class R Certificate to such Person will not cause either Trust REMIC\nto fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S.\nTax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly\nor indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect\nto whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning\nof an applicable income tax treaty, of the Transferee or any other U.S. Tax Person.\n\n“Person”:\nAny individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated\norganization or government or any agency or political subdivision thereof.\n\n“Plan”:\nAs defined in Section 5.03(n).\n\n“Plan Fiduciary”:\nAs defined in Section 5.03(r).\n\n“Pre-Close Information”:\nAs defined in Section 3.13(c).\n\n“Preliminary Dispute\nResolution Election Notice”: As defined in Section 2.03(l)(i).\n\n“Preliminary Prospectus”:\nThe Preliminary Prospectus, dated May 28, 2026, relating to the Registered Certificates.\n\n“Prepayment Assumption”:\nA “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount, if any,\nand the amortization premium, if any, on the Certificates for federal income tax purposes.\n\n“Prepayment Interest\nExcess”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced\nWhole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment\nwas applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date but on or before the following Determination\nDate, the amount of interest (net of the related Servicing Fees), to the extent collected from the related Mortgagor (without regard to\nany Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate *per annum* equal to (x) in\nthe case of any such Mortgage Loan other than a Serviced Whole Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage\nLoan, and (ii) the Certificate Administrator Fee Rate, the Operating Advisor\n\n -84- \n\n \n\nFee Rate, the Asset Representations Reviewer\nFee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan,\nthe Mortgage Rate (net of Servicing Fees) on the amount of such Principal Prepayment from such Due Date to, but not including, the date\nof such prepayment (or any later date through which interest accrues). Prepayment\nInterest Excesses (to the extent not offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest Payments)\ncollected on the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan, will be retained\nby the Master Servicer as additional servicing compensation.\n\n“Prepayment Interest\nShortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced\nWhole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment\nwas applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination Date in any calendar month (or,\nwith respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, as applicable, with a Due Date\noccurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net\nof the related Servicing Fees), to the extent not collected from the related Mortgagor (without regard to any Prepayment Premium or Yield\nMaintenance Charge actually collected), that would have accrued at a rate *per annum* equal to (x) in the case of any such Mortgage\nLoan other than a Serviced Whole Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate\nAdministrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual\nProperty Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees) on the\namount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such\nMortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any AB Whole Loan, any Prepayment\nInterest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate Companion Loan and *then* to\nthe related Mortgage Loan and any related Serviced Pari Passu Companion Loan.\n\n“Prepayment Premium”:\nWith respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable,\nas the context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection of principal of, that\nMortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by a mezzanine lender on behalf\nof the subject Mortgagor if and as set forth in the related Intercreditor Agreement).\n\n“Primary Collateral”:\nWith respect to any Crossed Underlying Loan, that portion of the related Mortgaged Property designated as directly securing such Crossed\nUnderlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization\nprovisions of such Crossed Underlying Loan.\n\n“Primary Servicing\nFee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer, which monthly\nfee accrues at the rate *per annum* specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.\n\n -85- \n\n \n\n“Prime Rate”:\nThe “Prime Rate” as published in the “Money Rates” section of the New York City edition of *The Wall Street\nJournal* (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate\nAdministrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists,\nsuch other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time\nto time, subject to a floor of 2.0% *per annum*.\n\n“Principal Balance\nCertificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E,\nClass F and Class G-RR Certificates.\n\n“Principal Distribution\nAmount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of the following\namounts: (a)  the Scheduled Principal Distribution Amount for such Distribution Date, (b) the Unscheduled Principal Distribution\nAmount for such Distribution Date and (c) the Principal Shortfall for such Distribution Date; provided that the Principal Distribution\nAmount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable\nAdvances (including any servicing advance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed\nout of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid\nor reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise\nbeen included in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid\nor reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise\nbeen included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A)\nand (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans)\nare subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for\nthe Distribution Date related to the period in which such recovery occurs).\n\n“Principal Prepayment”:\nAny payment of principal made by the Mortgagor on a Mortgage Loan or Serviced Whole Loan that is received in advance of its scheduled\nDue Date as a result of such prepayment.\n\n“Principal Shortfall”:\nFor any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which (a) the\nrelated Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed on\nthe preceding Distribution Date to Holders of the Principal Balance Certificates in respect of such Principal Distribution Amount. The\nPrincipal Shortfall for the initial Distribution Date will be zero.\n\n“Private Placement\nMemorandum”: The Depositor’s Private Placement Memorandum, dated June 2, 2026, relating to the offering of the Non-Registered\nCertificates.\n\n -86- \n\n \n\n“Privileged Communications”:\nAny correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and the Special Servicer referred\nto in clause (i) of the definition of “Privileged Information”.\n\n“Privileged Information”:\nAny (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and the Special Servicer\nrelated to any Specially Serviced Loan or the exercise of the Directing Certificateholder’s consent or consultation rights or the\nRisk Retention Consultation Party’s consultation rights under this Agreement, (ii) strategically sensitive information that\nthe Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with\nthe related Mortgagor or other interested party and that is labeled or otherwise identified as Privileged Information by the Special Servicer,\n(iii) information subject to attorney-client privilege (and which the Special Servicer has labeled or otherwise communicated as being\nsubject to privilege) and (iv) any Asset Status Report. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset\nRepresentations Reviewer shall be entitled to rely on any identification of materials as “attorney-client privileged” without\nliability for any such reliance hereunder.\n\n“Privileged Information\nException”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available\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, arbitration parties, taxing authorities or other governmental agencies,\n(c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation\nand/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, the Certificate Administrator and the Trustee, based on legal advice of counsel), required by law, rule, regulation, order,\njudgment or decree to disclose such information.\n\n“Privileged Person”:\nThe Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special\nServicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, any Additional\nServicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the Operating Advisor designated\nby the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an Investor Certification, any Non-Serviced\nMaster Servicer, any Non-Serviced Special Servicer, any Other Servicer, any Person (including the Directing Certificateholder or the Risk\nRetention Consultation Party) who provides the Certificate Administrator with an Investor Certification, and any NRSRO (including any\nRating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification\nmay be submitted electronically via the Certificate Administrator’s Website; provided, however, that in no event may\na Borrower Party (other than a Borrower Party that is the Risk Retention Consultation Party or the Special Servicer) be entitled to receive\n(i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the\nCertificate Administrator’s Website unless a loan-by-loan segregation is later performed by the Certificate Administrator, in which\ncase such access shall only be prohibited with respect to the\n\n -87- \n\n \n\nrelated Excluded Controlling Class Loan(s),\nand (ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than\nthe Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor,\nthe Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating\nAdvisor, as the case may be.\n\nNotwithstanding\nanything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the\nSpecial Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly\nor indirectly provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party,\n(B) any of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any\ninvestment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate\nthat holds a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal\ncontrols and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)\nabove; provided, further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or\nthe Certificate Administrator to restrict the Special Servicer’s access to any information on the Master Servicer’s\nwebsite or the Certificate Administrator’s Website and in no case shall the Master Servicer or the Certificate Administrator\nbe held liable if the Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer\nLoans; and provided, further, that (a) the Master Servicer shall not restrict access by the Special Servicer to\nany information related to any Mortgage Loan, and (b) the Certificate Administrator shall not restrict access by the Special\nServicer to any information related to any Mortgage Loan including any Excluded Special Servicer Loan; and provided, further, however,\nthat any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)\nof this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded\nControlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded\nControlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from\nthe Master Servicer or the Special Servicer, as the case may be. Notwithstanding any provision to the contrary herein, neither the\nMaster Servicer nor the Certificate Administrator shall have any obligation to restrict access by the Special Servicer or any\nExcluded Special Servicer to any information related to any Excluded Special Servicer Loan.\n\n“Prohibited Party”:\nAny proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.\n\n“Prohibited Prepayment”:\nAs defined in the definition of Compensating Interest Payments.\n\n“Proposed Course\nof Action”: As defined in Section 2.03(l)(i).\n\n“Proposed Course\nof Action Notice”: As defined in Section 2.03(l)(i).\n\n -88- \n\n \n\n“Prospectus”:\nThe Prospectus, dated June 2, 2026, relating to the Registered Certificates.\n\n“PSA Party Repurchase\nRequest”: As defined in Section 2.03(k)(ii).\n\n“PTCE”:\nProhibited Transaction Class Exemption.\n\n“Purchase Price”:\nWith respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph hereof,\nany related Companion Loan) to be purchased pursuant to (A) Section 5 or Section 19, as applicable, of the related Mortgage\nLoan Purchase Agreement by the related Mortgage Loan Seller or Additional Repurchase Obligor, (B) Section 3.16, or (C) Section 9.01,\na price, without duplication, equal to:\n\n(i)                         the outstanding\nprincipal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required pursuant to the\nfinal paragraph of this definition, the related Companion Loan(s))) as of the date of purchase; plus\n\n(ii)                     all accrued\nand unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required pursuant to the\nfinal paragraph hereof, the related Companion Loan(s))), at the related Mortgage Rate in effect from time to time (excluding any portion\nof such interest that represents Default Interest), to, but not including, the Due Date immediately preceding or coinciding with the\nDetermination Date for the Collection Period of purchase; plus\n\n(iii)                  all related\nunreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special Servicing\nFees (whether paid or unpaid) and any other additional Trust Fund expenses (except for Liquidation Fees) in respect of such Mortgage\nLoan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph of this definition, the\nrelated Companion Loan(s))); plus\n\n(iv)                  if such Mortgage\nLoan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller or Additional Repurchase Obligor,\npursuant to Section 5 or Section 19, as applicable of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket\nexpenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,\nthe Asset Representations Reviewer or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution\nobligation, any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation,\nlegal fees and expenses and any additional Trust Fund expenses relating to such Mortgage Loan (or related REO Loan); provided,\nhowever, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting\nan Asset Review Vote Election, in taking part in an Affirmative Asset Review Vote or in exercising such Certificateholder’s or\n\n -89- \n\n \n\nCertificate Owner’s, as applicable,\nrights under the dispute resolution mechanics pursuant to Section 2.03(k);\nplus\n\n(v)                     Liquidation\nFees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant\nto the final paragraph hereof, the related Companion Loan(s))) (which will not include any Liquidation Fees if such repurchase occurs\nprior to the expiration of the Extended Cure Period); plus\n\n(vi)                  solely in\nthe case of a repurchase or substitution by the related Mortgage Loan Seller (or the related Additional Repurchase Obligor), any Asset\nRepresentations Reviewer Asset Review Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage Loan Seller\n(or the related Additional Repurchase Obligor).\n\nSolely with respect to any\nServiced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount calculated\nin accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage Loan and the\nrelated Companion Loan(s), as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b), “Purchase\nPrice” shall mean the amount calculated in accordance with the preceding sentence in respect of the related REO Loan (including\nany related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for\npurposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan\nand Companion Loan(s), as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the\nrelated Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would be payable by each of the applicable\nMortgage Loan Sellers for its related Mortgage Note will be its respective Mortgage Loan Seller Percentage Interest as of the Closing\nDate of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing, with respect to any repurchase pursuant to sub-clause (A)\nand sub-clause (C), the “Purchase Price” shall not include any amounts payable in respect of any related Companion\nLoan.\n\n“Qualified Institutional\nBuyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.\n\n“Qualified Insurer”:\n(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified to\nwrite the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A-”\nby S&P (or, if not rated by S&P, at least an equivalent rating by one NRSRO (which may include Fitch or KBRA)) and (b) “A-”\nby Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other NRSRO (which may\ninclude S&P or KBRA)), and (ii) with respect to the fidelity bond and errors and omissions Insurance Policy required to be maintained\npursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying\nability (or the obligations which are guaranteed or backed by a company having such claims paying ability) rated by at least one (1) of\nthe following rating agencies of at least (a) “A3” by Moody’s, (b) “A-” by S&P, (c) “A-”\nby Fitch,\n\n -90- \n\n \n\n(d) “A-:X” by A.M. Best Company,\nInc. or (e) “A(low)” by Morningstar DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the\nRating Agencies, as evidenced by a Rating Agency Confirmation and a confirmation of the applicable rating agencies that such action will\nnot result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any\n(provided that such rating agency confirmation may be considered satisfied\nin the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section\n3.25).\n\n“Qualified Replacement\nSpecial Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to\nthe Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate\nof the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder or with the approval\nof the requisite vote of Certificateholders in each case following the Operating Advisor’s recommendation to replace the Special\nServicer pursuant to Section 7.01(d), is not the originally replaced Special Servicer or its Affiliate), (iii) is not obligated\nto pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this\nAgreement, and (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement\nspecial servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other\nthan compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as\nthe replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor\nspecial servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently has a special\nservicer rating of at least “CSS3” from Fitch, (vii) is listed on S&P’s Select Servicer List as a “U.S. Commercial\nMortgage Special Servicer”, and (viii) is currently acting as a special servicer in a transaction rated by KBRA and has not\nbeen publicly cited by KBRA as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal\nof the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction\nserviced by the applicable servicer prior to the time of determination.\n\n“Qualified Substitute\nMortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted)\nreplacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance, after application\nof all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in\nexcess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar month during which the substitution\noccurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan (determined without regard to\nany prior modification, waiver or amendment of the terms of the removed Mortgage Loan); (iii) have the same Due Date as and Grace\nPeriod no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis as the removed Mortgage Loan (for\nexample, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not\ngreater than, and not more than two (2) years less than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have\na then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of\nthe Closing Date and 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply\n\n -91- \n\n \n\n(except in a manner that would not be adverse\nto the interest of the Certificateholders) 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 Mortgage\nFile; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original debt service coverage\nratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage”\nwithin the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan\nSeller’s expense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date five\n(5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage\nLoan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating\nAgency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable\nMortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing and\nthe affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder; (xv) prohibit defeasance within two (2)\nyears of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event other\nthan the imposition of a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined\nby an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report that indicates no material\nadverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a part of\nthe related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In\nthe event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i)\nshall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall\nindividually satisfy each of the requirements specified in clauses (ii)\nthrough (xviii); provided that the rates described in clause (ii)\nabove and the remaining term to stated maturity referred to in clause (v)\nabove shall be determined on a weighted average basis; provided,\nfurther, that no individual Mortgage Rate (net of the Servicing\nFee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the\nCREFC® Intellectual Property Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the related Non-Serviced\nPrimary Servicing Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to,\nthe Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding.\nWhen a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify\nthat the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to\nthe Trustee, the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.\n\n“RAC No-Response\nScenario”: As defined in Section 3.25(a).\n\n“RAC Requesting\nParty”: As defined in Section 3.25(a).\n\n -92- \n\n \n\n“Rated Final Distribution\nDate”: As to each Class of Certificates (other than the Class G-RR and Class R Certificates), the Distribution Date in June\n2059.\n\n“Rating Agency”:\nEach of Fitch, S&P 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 agency or other comparable Person\nreasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the\nSpecial Servicer and the Master Servicer, and specific ratings of Fitch, S&P and KBRA herein referenced shall be deemed to refer to\nthe equivalent ratings of the party so designated.\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 Certificates (if then rated by the Rating Agency); provided that a written\nwaiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation\nis sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter.\n\n“Rating Agency Inquiry”:\nAs defined in Section 4.07(c).\n\n“Rating Agency Q&A\nForum and Document Request Tool”: As defined in Section 4.07(c).\n\n“Realized Loss”:\nAs defined in Section 4.04(a).\n\n“Record Date”:\nWith respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution Date\noccurs.\n\n“Registered Certificates”:\nThe Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class X-A and Class X-B Certificates.\n\n“Regular Certificates”:\nAny of the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class A-S, Class B,\nClass C, Class D, Class E, Class F and Class G-RR Certificates.\n\n“Regulation AB”:\nSubpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may\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.\n\n“Regulation AB Companion\nLoan Securitization”: As defined in Section 11.15(a).\n\n“Regulation AB\nServicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible\nfor, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also, with\n\n -93- \n\n \n\nrespect to a particular matter, any other officer\nto whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject,\nand, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee whose name and specimen\nsignature appears on a list of Servicing Officers furnished to the Trustee and/or the Certificate Administrator by the Master Servicer\nor the Special Servicer, as applicable, as such list may from time to time be amended.\n\n“Regulation D”:\nRegulation D under the Act.\n\n“Regulation RR”:\nRegulation RR under the Act, as such may be amended from time to time, and subject to such clarification and interpretation as have been\nprovided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.\n\n“Regulation S”:\nRegulation S under the Act.\n\n“Regulation S\nBook-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities\nPersons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Certificates deposited with\nthe Certificate Administrator as custodian for the Depository.\n\n“Reimbursement Rate”:\nThe rate *per annum* applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d) and\nP&I Advances in accordance with Section 4.03(d), which rate *per annum* shall be compounded annually at the Prime\nRate.\n\n“Related Certificates”\nand “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates, the related Class of\nLower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular Interests, the related Class of Certificates\nset forth below:\n\nRelated\nCertificates\n\nRelated\n\nLower-Tier Regular Interest\n\nClass A-1\nCertificates\nClass LA1\nUncertificated Interest\n\nClass\nA-2 Certificates\nClass LA2\nUncertificated Interest\n\nClass\nA-3 Certificates\nClass LA3\nUncertificated Interest\n\nClass A-S\nCertificates\nClass LAS\nUncertificated Interest\n\nClass B\nCertificates\nClass LB\nUncertificated Interest\n\nClass C\nCertificates\nClass LC\nUncertificated Interest\n\nClass D\nCertificates\nClass LD\nUncertificated Interest\n\nClass\nE Certificates\nClass\nLE Uncertificated Interest\n\nClass F\nCertificates\nClass LF\nUncertificated Interest\n\nClass\nG-RR Certificates\nClass LG-RR\nUncertificated Interest\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” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization holding a Serviced\n\n -94- \n\n \n\nCompanion Loan, the “Distribution Date”\n(or analogous concept) under the related Other Pooling and Servicing Agreement.\n\n“Relevant Servicing\nCriteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA. For clarification\npurposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant\nengaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, the term “Relevant Servicing\nCriteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the\nTrustee and/or the Certificate Administrator.\n\n“REMIC”:\nA “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).\n\n“REMIC Administrator”:\nThe Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.\n\n“REMIC Provisions”:\nProvisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through\n860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury regulations (or proposed\nregulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary or final regulations)\nand any rulings or announcements 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 Section 856(d) of the Code.\n\n“REO Account”:\nA segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on behalf\nof the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced\nCompanion Noteholder, which shall initially be entitled “LNR Partners, LLC, or the applicable successor special servicer, as Special\nServicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered Holders of BBCMS\nMortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42, REO Account”. Any such account or\naccounts shall be an Eligible Account.\n\n“REO Acquisition”:\nThe acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.\n\n“REO Disposition”:\nThe sale or other disposition of the REO Property pursuant to Section 3.16.\n\n“REO Extension”:\nAs defined in Section 3.14(a).\n\n“REO Loan”:\nEach of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as applicable), deemed for purposes\nhereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be\n\n -95- \n\n \n\noutstanding for so long as the applicable portion\nof the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part of the Trust\nFund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions as its predecessor\nMortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation of the Mortgage Rate in\neffect from time to time (such terms and conditions to be applied without regard to the default on such predecessor Mortgage Loan or Companion\nLoan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal balance and Stated Principal Balance equal\nto the outstanding principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if\napplicable, as of the date of the related REO Acquisition. All amounts due and owing in respect of the predecessor Mortgage Loan or Companion\nLoan, if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and unpaid interest, shall\ncontinue to be due and owing in respect of an REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer,\nthe Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of\nthe predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation,\nany unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any\ninterest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)\nor Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating\nAdvisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In\naddition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections\non the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso\nin the definition of “Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything\nto the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the\nrelated Serviced Pari Passu Companion Loan(s) will be available for amounts due to the Certificateholders or to reimburse the Trust, other\nthan in the limited circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable\nexpenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a)\nor with respect to the Serviced AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.\n\n“REO Property”:\nA Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the benefit\nof the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with respect to a Mortgaged\nProperty securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the Lower-Tier Regular Interests)\n(and also including, if applicable, the Trust’s beneficial interest in a Non-Serviced Mortgaged Property acquired by the applicable\nNon-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced Trustee or a nominee thereof for the\nbenefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure, acceptance of a deed in lieu of foreclosure\nor otherwise in accordance with applicable law in connection with the default or imminent default of a Mortgage Loan. References herein\nto the Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling or reporting or to Appraisal Reduction\n\n -96- \n\n \n\nAmounts and Final Recovery Determinations with\nrespect to an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property.\nFor the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund or either\nTrust REMIC.\n\n“REO Revenues”:\nAll income, rents and profits derived from the ownership, operation or leasing of any REO Property.\n\n“Reportable Event”:\nAs defined in Section 11.07.\n\n“Reporting Requirements”:\nAs defined in Section 11.12.\n\n“Reporting Servicer”:\nThe Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or any Servicing\nFunction Participant engaged by such parties, as the case may be.\n\n“Repurchase Request”:\nAs defined in Section 2.03(k)(ii).\n\n“Repurchase Request\nRecipient”: As defined in Section 2.02(g).\n\n“Repurchased Note”:\nAs defined in Section 3.34(a).\n\n“Repurchasing Mortgage\nLoan Seller”: As defined in Section 3.34(a).\n\n“Request for Release”:\nA release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable, in the form of Exhibit E.\n\n“Requesting Certificateholder”:\nAs defined in Section 2.03(l)(iii).\n\n“Requesting Holders”:\nAs defined in Section 4.05(b).\n\n“Residual Ownership\nInterest”: Any record or beneficial interest in the Class R Certificates.\n\n“Resolution Failure”:\nAs defined in Section 2.03(k)(iii).\n\n“Resolved”:\nWith respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has\nbeen repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for\nthe related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller\nhas made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer, on\nbehalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the\nrelated Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale\nor other disposition in accordance with this Agreement.\n\n -97- \n\n \n\n“Responsible Officer”:\nWhen used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility for\nthe administration of this Agreement and, with respect to a particular matter, any other officer to whom such matter is referred because\nof such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer\nassigned to the Corporate Trust Services group with direct responsibility for the administration of this Agreement and, with respect to\na particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s\nknowledge of and familiarity with the particular subject.\n\n“Restricted Party”:\nAs defined in the definition of Privileged Information Exception.\n\n“Restricted Period”:\nThe 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates are first offered\nto Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined in Regulation S)\nof the Certificates and (b) the Closing Date.\n\n“Retained Defeasance\nRights and Obligations”: As defined in Section 3.18(g).\n\n“Retained Defeasance\nSeller”: Each of BCREI, SMC, AREF2, KeyBank and GACC.\n\n“Retained Fee Rate”:\nA rate equal to (A) with respect to the serviced Mortgage Loans (i) if no Primary Servicing Fee or subservicing fee rate is payable to\na party other than the Master Servicer, 0.00125% or (ii) if a Primary Servicing Fee or subservicing fee rate is payable to a party other\nthan the Master Servicer, 0.000625%, plus any such Primary Servicing Fee or subservicing fee rate payable to a party other than the Master\nServicer; or (B) with respect to any Non-Serviced Mortgage Loan, 0.000625%.\n\n“Retaining Sponsor”:\nStarwood Mortgage Capital LLC.\n\n“Review Materials”:\nAs defined in Section 12.01(b).\n\n“Review Package”:\nA Rating Agency Confirmation request and any supporting documentation delivered therewith.\n\n“Risk Retention\nConsultation Party”: The party selected by Starwood Mortgage Capital LLC, as retaining sponsor. The Depositor shall promptly\nprovide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement\nand any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator\nand the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until\nsuch parties receive written notice of (including the identity and contact information for) a replacement of the Risk Retention Consultation\nParty from LNR Securities Holdings, LLC (as confirmed by the Certificate Registrar). Notwithstanding the foregoing, the Risk Retention\nConsultation Party will not have any consultation rights with respect to any related Excluded Loan. The initial Risk Retention Consultation\nParty is LNR Securities Holdings, LLC. In the event that no Risk Retention Consultation Party has been appointed or\n\n -98- \n\n \n\nidentified to the Master Servicer or the Special\nServicer, as applicable, and the Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from\nthe Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then\nuntil such time as a new Risk Retention Consultation Party is identified to the Master Servicer and Special Servicer, the Master Servicer\nor the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of the\nRisk Retention Consultation Party as the case may be.\n\n“Risk Retention\nRequirements”: The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11), as added\nby Section 941 of the Dodd-Frank Act.\n\n“Risk Retention\nRules”: Regulation RR, 17 C.F.R. Part 246.\n\n“Rule 144A”:\nRule 144A under the Act.\n\n“Rule 144A\nBook-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,\na single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.\n\n“Rules”:\nAs defined in Section 2.03(n)(iv).\n\n“S&P”:\nS&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither\nS&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical\nrating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee,\nthe Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P\nherein referenced shall be deemed to refer to the equivalent ratings of the party so designated.\n\n“Sarbanes-Oxley\nAct”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any\ninterpretations thereof by the Commission’s staff).\n\n“Sarbanes-Oxley\nCertification”: As defined in Section 11.05(a)(iv).\n\n“Schedule AL Additional\nFile”: A data file containing additional information or schedules regarding data points in the related CREFC®\nSchedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities Act.\n\n“Scheduled Principal\nDistribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions\nof the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and\nto the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and\nnot previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments with respect\nto the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the\n\n -99- \n\n \n\nMortgagor as of the Determination Date (or,\nwith respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related\nDue Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding\nthe related P&I Advance Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03\nin respect of such Distribution Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or\nprior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after\nthe related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master\nServicer as of the Business Day preceding the related P&I Advance Date), and to the extent not included in clause (a)\nabove.\n\n“Secure Data Room”:\nThe “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s Website (initially\n*www.ctslink.com*) on the page relating to this transaction.\n\n“Securities Act”:\nThe Securities Act of 1933, as it may be amended from time to time.\n\n“Security Agreement”:\nWith respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or executed\nseparately, creating in favor of the holder of such Mortgage a security interest in the personal property constituting security for repayment\nof such Mortgage Loan.\n\n“Senior Certificate”:\nAny Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.\n\n“Service(s)”\nor “Servicing”:  In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans\nor any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition of\n“servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108\nof Regulation AB.  For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood\nby participants in the CMBS market.\n\n“Serviced AB Mortgage\nLoan”: Any Mortgage Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, there are no AB Mortgage Loans\nrelated to the Trust as of the Closing Date.\n\n“Serviced AB Whole\nLoan”: Any AB Whole Loan that is serviced under this Agreement. For the avoidance of doubt, there are no Serviced AB Whole Loans\nrelated to the Trust as of the Closing Date.\n\n“Serviced AB Whole\nLoan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Noteholder”, “Directing\nLender” or similarly defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there are no\nServiced AB Whole Loan Controlling Holders related to the Trust as of the Closing Date.\n\n -100- \n\n \n\n“Serviced Companion\nLoan”: A Companion Loan that is part of a Serviced Whole Loan.\n\n“Serviced Companion\nLoan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan or Serviced\nAB Subordinate Companion Loan.\n\n“Serviced Companion\nNoteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion Loan related\nto a Serviced AB Whole Loan, as applicable.\n\n“Serviced Mortgage\nLoan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type” in the\n“Whole Loan” chart in the Preliminary Statement and (ii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.\n\n“Serviced Pari Passu\nCompanion Loan”: Each of the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type”\nin the “Whole Loan” chart in the Preliminary Statement.\n\n“Serviced Pari Passu\nCompanion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.\n\n“Serviced Pari Passu\nCompanion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class\nof securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.\n\n“Serviced Pari Passu\nMortgage Loan”: Each of the Mortgage Loans identified as “Serviced” under the column entitled “Type”\nin the “Whole Loan” chart in the Preliminary Statement.\n\n“Serviced Pari Passu\nWhole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type” in the\n“Whole Loan” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan.\n\n“Serviced REO Loan”:  Any\nREO Loan that is serviced by the Special Servicer pursuant to this Agreement.\n\n“Serviced REO Property”:  Any\nREO Property that is serviced by the Special Servicer pursuant to this Agreement.\n\n“Serviced Securitized\nCompanion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion\nLoan is included in a Regulation AB Companion Loan Securitization.\n\n“Serviced Subordinate\nCompanion Loan”: Any AB Subordinate Companion Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, there\nare no Serviced Subordinate Companion Loan related to the Trust as of the Closing Date.\n\n -101- \n\n \n\n“Serviced Whole\nLoan”: Each of the Whole Loans identified as “Serviced” or “Servicing Shift” under the column entitled\n“Type” in the “Whole Loan” chart in the Preliminary Statement. After the related Servicing Shift Date, a Servicing\nShift Whole Loan will cease to be a Serviced Whole Loan.\n\n“Serviced Whole\nLoan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement\nrelated to a Serviced Whole Loan.\n\n“Serviced Whole\nLoan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion\nLoan to an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified, the P&I\nAdvance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization, the earlier of (A) P&I\nAdvance Date or (B) the Business Day immediately succeeding the “determination date” set forth in the related Other Pooling\nand Servicing Agreement, or such earlier date as required by the related Intercreditor Agreement; provided, however, that,\nunless otherwise required under the related Intercreditor Agreement, no remittance is required to be made until two (2) Business Days\nafter receipt of properly identified and available funds constituting the related Periodic Payment with respect to the related Serviced\nWhole Loan.\n\n“Servicer Termination\nEvent”: One or more of the events described in Section 7.01(a).\n\n“Servicing Account”:\nThe account or accounts created and maintained pursuant to Section 3.03(a).\n\n“Servicing Advances”:\nAll customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and\nfees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable,\nin connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage Loan, the related\nServiced Companion Loan(s)), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated\nevent has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing a Mortgage Loan (other\nthan a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a Non-Serviced Mortgage Loan), including,\nin the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance\nwith the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection\nof a Mortgaged Property and the priority of a Mortgage, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation\nProceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,”\n(iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation,\nleasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid\nas a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable\noverhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses,\nemployee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection\nwith its purchase of a Mortgage Loan or\n\n -102- \n\n \n\nREO Property. None of the Master Servicer,\nthe Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights\ngranted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.\n\n“Servicing Criteria”:\nThe criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and which\nas of the Closing Date are listed on Exhibit AA.\n\n“Servicing Fee”:\nWith respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), Serviced Companion Loan and any REO Loan, the fee payable\nto the Master Servicer pursuant to the first paragraph of Section 3.11(a) accruing at the applicable Servicing Fee Rate (which,\nfor the avoidance of doubt, includes both the applicable “master servicing fee” and the “primary servicing fee”).\n\n“Servicing Fee Rate”:\nWith respect to each Mortgage Loan (excluding any Non-Serviced Mortgage Loan) and REO Loan, a *per annum* rate equal to the rate\nset forth on the Mortgage Loan Schedule under the heading “Total Servicing Fee”, in each case computed on the basis of the\nStated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such\nloans. With respect to each Serviced Companion Loan, a *per annum* rate equal to 0.00125%, in each case computed on the basis of\nthe Stated Principal Balance of the related Companion Loan or REO Loan in the same manner in which interest is calculated in respect of\nsuch loans. With respect to each Non-Serviced Mortgage Loan, the “Servicing Fee Rate” shall be a *per annum* rate equal\nto 0.00125%.\n\n“Servicing File”:\nA photocopy or an electronic copy of all items required to be included in the Mortgage File (and, with respect to each Non-Serviced Mortgage\nLoan, each item in the Mortgage File that would be required if it was a Serviced Mortgage Loan, to the extent such items were actually\ndelivered by the related Mortgage Loan Seller to the Master Servicer), together with each of the following, (a) to the extent such items\nwere actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the identified documents\nexisted on or before the Closing Date and the applicable reference to Servicing File relates to any period after the Closing Date) delivered\nby the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering reports or property condition reports;\n(ii) other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies\nof a rent roll and, for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and\nnon-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies of related financial statements or operating\nstatements; (iv) all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its\ncounsel that are privileged communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates\nof hazard insurance and/or hazard Insurance Policies or other applicable Insurance Policies, if any, delivered in connection with the\nclosing of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property or Mortgaged Properties; (vi) the\ndocuments that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing\nof the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy\nof the lease; and (viii) a copy of all environmental reports that were received by the applicable\n\n -103- \n\n \n\nMortgage Loan Seller relating to the relevant\nMortgaged Property and (b) copies of all modifications, extensions and amendments\nrelated to the above, any Appraisals and any other document necessary to service the Mortgage Loans (other than any Non-Serviced Mortgage\nLoan) and any Serviced Companion Loan, in each case, that are created or prepared after the Closing Date.\n\n“Servicing Function\nParticipant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,\nthe Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that address\nthe Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal\nbalance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that\nthe Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable Commission\nguidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing Function Participants\nas of the Closing Date are (i) each party to a Non-Serviced PSA that is performing activities that address the Servicing Criteria unless\nsuch Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance as of any date of determination\nin accordance with Article XI and (ii) each other Person listed on Exhibit GG. Exhibit GG shall be\nupdated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).\n\n“Servicing Officer”:\nAny officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible for, the\nadministration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear on a list of\nservicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate Administrator,\nthe Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to time thereafter.\n\n“Servicing Shift\nControl Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence of\nindebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any amendments\nor modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Trust will cause\nservicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor Agreement for\nsuch Servicing Shift Whole Loan.\n\n“Servicing Shift\nDate”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Control Note is included\nin a Non-Serviced Trust, provided that the holder of such Servicing Shift Control Note provides each of the parties to this Agreement\n(in each case only to the extent such party will not also be a party to the related Non-Serviced PSA) with notice in accordance with the\nterms of the related Intercreditor Agreement that such Servicing Shift Control Note is to be included in such Non-Serviced Trust which\nnotice shall include contact information for the related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate\nAdministrator and Non-Serviced Trustee. Each of the respective dates on which each of the Servicing Shift Control Notes is included in\na\n\n -104- \n\n \n\nsecuritization trust is a Servicing Shift Date\nrelated to the Trust (subject to the proviso in the immediately preceding sentence).\n\n“Servicing Shift\nMortgage Loan”: A Mortgage Loan that is part of a Servicing Shift Whole Loan.\n\n“Servicing Shift\nWhole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Mortgage Loan included in\nthe Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is expected to shift to the\nrelated Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift Control Note on the\nrelated Servicing Shift Date. The table in the Preliminary Statement hereto identifies the Servicing Shift Whole Loans related to the\nTrust. For the avoidance of doubt, the Franklin 8 Pack Whole Loan is the only Servicing Shift Whole Loan related to the Trust.\n\n“Servicing Standard”:\nAs defined in Section 3.01(a).\n\n“Servicing Transfer\nEvent”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan, the occurrence\nof any of the following events:\n\n(i)                         with respect\nto a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred at its original\nMaturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan has been extended as provided herein,\na payment default shall have occurred at such extended Maturity Date; or\n\n(ii)                      with respect\nto each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred with respect to the related\nBalloon Payment; provided, that if (A) the related Mortgagor has not provided the Master Servicer (who shall promptly forward\nsuch written evidence to the Special Servicer) or Special Servicer, as of the related Maturity Date written evidence from an institutional\nlender of such lender’s binding commitment to refinance such mortgage loan or a signed purchase and sale agreement with respect\nto a sale of the Mortgaged Property (in each case subject only to typical due diligence and closing conditions and, in the case of a\npurchase and sale agreement, such agreement shall include a delivery of an acceptable deposit by the purchaser) in a manner consistent\nwith CMBS market practices and that is satisfactory in form and substance to the Master Servicer and the Special Servicer from an acceptable\nlender or purchaser reasonably satisfactory to the Master Servicer and the Special Servicer (and the Master Servicer or Special Servicer,\nas applicable, shall promptly forward such commitment or other similar refinancing documentation to the other such party), which provides\nthat a refinancing or sale will occur within one hundred and twenty (120) days of such related maturity date, provided that such Mortgage\nLoan and any related Companion Loan, as applicable, shall become a Specially Serviced Loan immediately (i) if, in the judgment of the\nSpecial Servicer in accordance with the\n\n -105- \n\n \n\nServicing Standard, the related Mortgagor\nfails to diligently pursue such refinancing or sale, or fails to satisfy any condition of such refinancing or sale or the related Mortgagor\nfails to pay any Assumed Scheduled Payment on the related due date (subject to any applicable grace period) at any time before the refinancing\nsale, (ii) if such refinancing sale does not occur within 120 days of the related Maturity Date (or within such shorter period as the\nrefinancing or sale is scheduled to occur pursuant to the related refinancing documentation or purchase agreement) or (iii) the related\nrefinancing documentation or purchase agreement is terminated before the refinancing or sale is scheduled to occur;\nor\n\n(iii)                  any Periodic\nPayment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage Loan with mezzanine\ndebt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related Companion Loan(s) or the\nholders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms and provisions of the related Intercreditor\nAgreement); or\n\n(iv)                  the Master\nServicer or the Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control Termination\nEvent, with the consent of the Directing Certificateholder), as applicable, makes a judgment that a payment default is imminent or reasonably\nforeseeable and is not likely to be cured by the related Mortgagor within sixty (60) days; or\n\n(v)                     a decree or\norder of 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, 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,\nis entered against the related Mortgagor; provided that if such decree or order is discharged or stayed within sixty (60) days\nof being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days of a filing for relief or the case is\ndismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related Companion Loan, as applicable), shall\nno longer be a Specially Serviced Loan (and no Special Servicing Fees, Workout Fees or Liquidation Fees will be payable with respect\nthereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special Servicer); or\n\n(vi)                  the related\nMortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,\nmarshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially\nall of its property; or\n\n(vii)               the related\nMortgagor shall have (a) admitted in writing its inability to pay its debts generally as they become due, or (b) filed a petition to\ntake advantage of any applicable insolvency or reorganization statute, make an\n\n -106- \n\n \n\nassignment for the benefit of its creditors,\nor voluntarily suspend payment of its obligations; or\n\n(viii)            a default\nof which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor to pay principal\nor interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect to any Mortgage Loan\nother than an Excluded Loan with respect to such party, prior to the occurrence and continuance of any Control Termination Event, with\nthe consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect\nthe interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion\nNoteholder), as a collective whole (taking into account the subordinate or *pari passu* nature of any Companion Loans, as applicable),\nif applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related Mortgage Loan or related\nCompanion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an Acceptable Insurance\nDefault (or if no Grace Period is specified for those defaults which are capable of cure, sixty (60) days); or\n\n(ix)                   the Master\nServicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage on the\nrelated Mortgaged Property; or\n\n(x)                      the Master\nServicer or the Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control Termination\nEvent, with the consent of the Directing Certificateholder) determines that (a) a default (other than as described in clause (iv)\nabove) under a Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (b) such default will materially\nimpair the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Companion Loan (if any) or otherwise\nmaterially adversely affect the interests of Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related\nServiced Companion Noteholder), as a collective whole (taking into account the subordinate or *pari passu*nature of any Companion\nLoans, as applicable), and (c) the default will continue unremedied for the applicable cure period under the terms of the Mortgage\nLoan or related Companion Loan, as applicable, or, if no cure period is specified and the default is capable of being cured, for sixty\n(60) days; provided that such 60-day grace period does not apply to a default that gives rise to immediate acceleration without\napplication of a grace period under the terms of the Mortgage Loan or related Companion Loan, as applicable; provided that any\ndetermination that a Servicing Transfer Event has occurred under this clause (x) with respect to any Mortgage Loan or related\nCompanion Loan solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance\ncoverage against damages or losses arising from acts of terrorism may only be made by the\n\n -107- \n\n \n\nSpecial Servicer (with, unless a Control\nTermination Event has occurred and is continuing, the consent of the Directing Certificateholder);\n\nprovided that any Mortgage Loan (excluding\nany Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan so\nlong as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes a Specially\nServiced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage Loan becomes a\nSpecially Serviced Loan, the related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect to a Non-Serviced\nMortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the related Non-Serviced PSA.\n\n“SGFC”:\nSociete Generale Financial Corporation, a Delaware corporation, or its successors in interest.\n\n“Significant Obligor”:\nAs defined in Section 11.16.\n\n“Significant Obligor\nNOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter of any calendar\nyear), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date on which\nfinancial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.\n\n“Significant Obligor\nNOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end of such calendar\nyear.\n\n“Similar Law”:\nAs defined in Section 5.03(n).\n\n“SMC”:\nStarwood Mortgage Capital LLC, a Delaware limited liability company, or its successors in interest.\n\n“Sole Certificateholder”:\nAny Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate (or a Holder of Definitive Certificates)\nrepresenting 100% of the then-outstanding Class X-E, Class X-F, Class E, Class F and Class G-RR Certificates (which, for the avoidance\nof doubt, will exclude any entity whose Certificates are not deemed to be outstanding pursuant to the definition of “Certificateholder”\nherein, including any holder of Class E, Class F or Class G-RR Certificates evidencing part of the VRR Interest); provided, however,\nthat 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 retired.\n\n“Special Notice”:\nAs defined in Section 5.06(b)(i).\n\n“Special Servicer”:\nWith respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan)\nand the Serviced Companion Loans, LNR Partners, LLC and its successors in interest and assigns, or any successor special servicer appointed\nas herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant\nto Section 7.01(g), as applicable and as the context may require. For the avoidance of doubt, all references to the\n\n -108- \n\n \n\nobligations or liabilities of the “Special\nServicer” in this Agreement shall mean the applicable special servicer as provided herein.\n\n“Special Servicer\nDecision”: Any of the following with respect to a Mortgage Loan or Serviced Whole Loan:\n\n(i)                        approving\nor denying leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other\nsimilar agreements for all leases (other than, in each case, Ground Leases) in excess of the lesser of (y) 30,000 square feet and (z)\n30% of the net rentable area at the related Mortgaged Property;\n\n(ii)                     approving\nannual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.25x (to the\nextent lender approval is required under the related Mortgage Loan documents) with material (more than 10%) increases in operating expenses\nor payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers\npaid at fee rates agreed to at the origination of the related Mortgage Loan);\n\n(iii)                  any\nrequests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as\n“performance”, “earn-out” or “holdback” escrows or reserves, including the funding or disbursement\nof any such amounts with respect to any of the Mortgage Loans securing the Mortgaged Properties specifically identified on Schedule\n3 to this Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of\nperformance related criteria is not required pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt,\nany request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating\nexpenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan documents as mutually agreed\nupon by the Master Servicer and the Special Servicer or any other funding or disbursement, shall not constitute a Special Servicer Decision);\n\n(iv)                  any\nrequests for the release of collateral or the acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole\nLoan other than: (i) grants of easements or rights of way that do not materially affect the use or value of the Mortgaged Property or\nthe Mortgagor’s ability to make any payments with respect to the Mortgage Loan or Serviced Whole Loan; (ii) the release of collateral\nsecuring any Mortgage Loan in connection with a defeasance of such collateral except as provided in clause (ix) below; (iii) the\nacceptance of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection with a\ndefeasance; or (iv) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a\nnon-material portion of the Mortgaged Property;\n\n -109- \n\n \n\n(v)                     approving\nany transfer of an interest in the Mortgagor under a serviced Mortgage Loan or an assumption agreement, unless such transfer or assumption\n(i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or discretion other\nthan confirming the satisfaction of the conditions to the transfer or assumption set forth in the related Mortgage Loan documents that\ndo not include lender approval or the exercise of lender discretion, including a consent to transfer or assumption to any subsidiary or\naffiliate of such Mortgagor or to a Person acquiring less than a majority interest in such Mortgagor and (ii) does not involve incurring\nnew mezzanine financing or a change in control of the Mortgagor;\n\n(vi)                  requests\nto incur additional debt in accordance with the terms of the related Mortgage Loan documents;\n\n(vii)               approval\nof any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);\n\n(viii)            approval\nof easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with\nrespect to the related Mortgage Loan;\n\n(ix)                   agreeing\nto any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if such proposed\nmodification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary\nevents of default other than defaults relating to transfers of interest in the borrower or the existing collateral or material modifications\nof the existing collateral), (ii) a modification of the type of defeasance collateral required under the related Mortgage Loan documents\nsuch that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii)\na modification that would permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise\npermit such principal prepayment;\n\n(xi)                   determining\nwhether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,\nnon-disturbance and attornment agreement or entry into a new Ground Lease (and in any such case, the Master Servicer will be required\nto provide the Special Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where the\ncollateral for the Mortgage Loan is the Ground Lease); and\n\n(xii)                any determination\nto terminate or release the payment guaranty entered into in connection with the 2104 Ryer Ave Mortgage Loan;\n\n -110- \n\n \n\nprovided, however,\nthat notwithstanding the foregoing, the Master Servicer and the Special Servicer may mutually agree, as contemplated by Section 3.18(a),\nthat the Master Servicer shall process any of the foregoing matters (as well as any Major Decision) with respect to any Non-Specially\nServiced Loan (provided that, the Master Servicer shall, without the need for any such mutual agreement between the Master Servicer\nand the Special Servicer, process any Special Servicer Decision described in sub-clauses (i) and (ii) of clause (ix)\nof this definition of “Special Servicer Decision” with respect to any Non-Specially Serviced Loan), in each case subject to\nthe consent (or deemed consent) of the Special Servicer as obtained pursuant to this Agreement.\n\n“Special Servicing\nFee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable\nto the Special Servicer pursuant to Section 3.11(b).\n\n“Special Servicing\nFee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a loan-by-loan\nbasis, (a) 0.25000% *per annum* computed on the basis of the Stated Principal Balance of the related Mortgage Loan and Companion\nLoan(s) (including any REO Loan), as applicable, in the same manner as interest is calculated on the Specially Serviced Loans and (b)\nif the rate in clause (a) would result in a Special Servicing Fee that would be less than $5,000, in any given month, then the Special\nServicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a rate equal to such higher rate as would result\nin a Special Servicing Fee equal to $5,000 for such month with respect to such Specially Serviced Loan or REO Loan.\n\n“Specially Serviced\nLoan”: As defined in Section 3.01(a).\n\n“Sponsors”:\nThe Mortgage Loan Sellers.\n\n“Startup Day”:\nThe day designated as such in Section 10.01(b).\n\n“Stated Principal\nBalance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the unpaid principal\nbalance as of the Cut-off Date of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added\nto the Trust) after application of all payments of principal due during or prior to the month of substitution, whether or not those payments\nhave been received; *minus* (y) the sum of:\n\n(i)                         the principal\nportion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage\nLoan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the Master\nServicer;\n\n(ii)                      all Principal\nPrepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage\nLoan, after the Due Date in the related month of substitution);\n\n(iii)                   the principal\nportion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation Proceeds\nreceived with respect to such Mortgage Loan after the Cut-off Date (or\n\n -111- \n\n \n\nin the case of a Qualified Substitute Mortgage\nLoan, after the Due Date in the related month of substitution); and\n\n(iv)                  any reduction\nin the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of such Mortgage Loan\npursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period for the most recent Distribution\nDate.\n\nWith respect to any REO Loan\nthat is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance shall be an amount equal to (x) the\nStated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, *minus* (y) the sum\nof:\n\n(i)                         the principal\nportion of any P&I Advance made with respect to such REO Loan; and\n\n(ii)                      the principal\nportion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan), Liquidation Proceeds\nand REO Revenues received with respect to such REO Loan.\n\nA Mortgage Loan or an REO\nLoan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance\nuntil the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect\nthereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation Event, would have been)\ndistributed to Certificateholders.\n\nWith respect to each Companion\nLoan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of\nsuch date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the Stated Principal Balances\nof the related Mortgage Loan and the related Companion Loan(s) on such date.\n\nWith respect to any REO Loan\nthat is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated\nPrincipal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, *minus* (y) the principal\nportion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.\n\n“Subcontractor”:\nAny vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood\nby participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified\nin Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the\nSpecial Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.\n\n“Subject Loans”:\nAs defined in Section 12.02(b).\n\n -112- \n\n \n\n“Subordinate Certificate”:\nAny Class A-S, Class B, Class C, Class D, Class E, Class F and Class G-RR Certificate.\n\n“Subordinate Companion\nHolder”: The holder of any of the AB Subordinate Companion Loans.\n\n“Subordinate Companion\nLoan”: As defined in the Preliminary Statement.\n\n“Subsequent Asset\nStatus Report”: As defined in Section 3.19(d).\n\n“Sub-Servicer”:\nAny Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer (including, for\nthe avoidance of doubt, each Initial Sub-Servicer and any primary servicer) and is responsible for the performance (whether directly or\nthrough Sub-Servicers or Subcontractors) of a substantial portion of the material Servicing functions required to be performed by\nthe Master Servicer, the Special Servicer or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage\nLoans that are identified in Item 1122(d) of Regulation AB.\n\n“Sub-Servicing\nAgreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer\nrelating to servicing and administration of Mortgage Loans as provided in Section 3.20.\n\n“Substitution Shortfall\nAmount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess, if any, of the\nPurchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance of the\nrelated Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to\nthe month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the\nsame Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall be determined as provided in\nthe preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being replaced and the aggregate Stated Principal\nBalances of the related Qualified Substitute Mortgage Loan(s).\n\n“Surviving Entity”:\nAs defined in Section 6.03(b).\n\n“Tax Returns”:\nThe federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including\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 due to its respective classification as a REMIC under the REMIC Provisions, together with any\nand all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or\nany other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.\n\n“Temporary Regulation S\nBook-Entry Certificate”: As defined in Section 5.02(a).\n\n“Termination Purchase\nAmount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust\nFund, (2) the Appraised\n\n -113- \n\n \n\nValue (which\nfair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan) of the Trust’s portion\nof each REO Property, if any, included in the Trust Fund (such Appraisals in this clause (2) to be conducted by an Independent MAI-designated\nappraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling Class) (prior to the occurrence and\ncontinuance of a Control Termination Event, with respect to the Controlling Class approval), and (3) if a Mortgaged Property secures a\nNon-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion\nof the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with\nclause (2) above.\n\n“Test”:\nAs defined in Section 12.01(b)(iv).\n\n“Transfer”:\nAny direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.\n\n“Transfer Restriction\nPeriod”: The period from the Closing Date to the earliest of (A) the latest of (i) the date on which the aggregate unpaid\nprincipal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans;\n(ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates has been reduced to 33.0%\nof the aggregate outstanding principal balance of the Principal Balance Certificates as of the Cut-off Date; and (iii) two years\nafter the Closing Date; and (B) the date on which the applicable portion of the Risk Retention Requirements has been effectively abolished\nor officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency,\nthe Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust.\n\n“Transferable Servicing\nInterest”: With respect to each Mortgage Loan or any Serviced Pari Passu Companion Loan (and any successor REO Loan with respect\nthereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds the amount of the Servicing\nFee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to reduction by the Trustee pursuant to Section 3.11(a)\nof this Agreement.\n\n“Transferee”:\nAny Person who is acquiring by Transfer any Ownership Interest in a Certificate.\n\n“Transferee Affidavit”:\nAs defined in Section 5.03(o)(ii).\n\n“Transferor”:\nAny Person who is disposing by Transfer any Ownership Interest in a Certificate.\n\n“Transferor Letter”:\nAs defined in Section 5.03(o)(ii).\n\n“Trust”:\nThe trust created hereby and to be administered hereunder. The Trust shall be named: “BBCMS Mortgage Trust 2026-5C42”.\n\n -114- \n\n \n\n“Trust Fund”:\nThe corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time\nare subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the\nMortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder\nin the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due\nafter the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any\nREO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property\nsecuring a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of\nany REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,\nthe Certificate Administrator’s and the Trustee’s rights under the Insurance Policies with respect to the Mortgage Loans required\nto be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any\nAssignment of Leases and any Security Agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit,\nindemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the\nTrust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the\nextent of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest\ntherein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account,\nthe Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and\nany REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any\nEnvironmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor\nunder each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;\nand (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral\naccounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance of\ndoubt, no Retained Defeasance Rights and Obligations will be assets of the Trust.\n\n“Trust REMIC”:\nAs defined in the Preliminary Statement.\n\n“Trustee”:\nComputershare Trust Company, National Association, or its successors in interest, in its capacity as trustee and its successors in interest,\nor any successor trustee appointed as herein provided. Computershare Trust Company, National Association will perform its obligations\nas Trustee hereunder through its Corporate Trust Services Division (including, as applicable, any agents or affiliates utilized thereby).\n\n“Trustee Fee”:\nThe fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part\nof the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated\nPrincipal Balance of any Companion Loan. The Trustee Fee shall be paid as a portion of the Certificate Administrator Fee.\n\n“UCC”:\nThe Uniform Commercial Code, as enacted in each applicable state.\n\n -115- \n\n \n\n“UCC Financing Statement”:\nA financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.\n\n“Underwriters”:\nBarclays Capital Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets\nInc., SG Americas Securities, LLC, Bancroft Capital, LLC and Drexel Hamilton, LLC.\n\n“Uninsured Cause”:\nAny cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by\nthe hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section 3.07.\n\n“United States Securities\nPerson”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.\n\n“Unliquidated Advance”:\nAny Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,\non the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)\nand (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or\nthe proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.\n\n“Unscheduled Principal\nDistribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following: (a) all\nPrincipal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of all\nLiquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, any amount related to Loss\nof Value Payments to the extent that such amount was transferred into the Collection Account during the related Collection Period, accrued\ninterest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable,\nREO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in each\ncase only to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant\nto Section 4.03 in respect of a preceding Distribution Date.\n\n“Unsolicited Information”:\nAs defined in Section 12.01(b)(iii).\n\n“Upper-Tier\nREMIC”: A segregated asset pool within the Trust Fund, the assets of which consist of the Lower-Tier Regular Interests, and\nsuch amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.\n\n“Upper-Tier\nREMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained\nby the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,\nwhich shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of\nComputershare Trust Company, National Association, as Trustee, for the benefit of the registered Holders of BBCMS Mortgage Trust 2026-5C42,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C42, Upper-Tier REMIC Distribution Account”. Any such account\nor accounts shall be an Eligible Account.\n\n -116- \n\n \n\n“U.S. Dollars”\nor “$”: Lawful money of the United States of America.\n\n“U.S. Tax Person”:\nA citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury regulations)\nor other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, including\nany entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States\nfederal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over\nthe administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such\ntrust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected\nto be treated as U.S. Tax Persons).\n\n“Voting Rights”:\nThe portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term of this\nAgreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the case of\nthe Class X Certificates (allocated *pro rata*, based upon their respective Notional Amounts as of the date of determination)\nand (ii) in the case of any Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator\nof which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the\nSpecial Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any\nnotional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section\n4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator\nof which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to\nremove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into\naccount any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant\nto Section 4.05(a)) of the Principal Balance Certificates, each determined as of the Distribution Date immediately preceding\nsuch time. None of the Class R Certificates (or any portion of the Class E, Class F or Class G-RR Certificates which comprise the\nVRR Interest) shall be entitled to any Voting Rights.\n\n“VRR Interest”:\nAn “eligible vertical interest” (as such term is defined in Regulation RR).\n\n“Weighted Average\nNet Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the\nMortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted on the basis\nof their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received\nduring any applicable Grace Period).\n\n“WHFIT”:\nA “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor\nprovisions.\n\n -117- \n\n \n\n“WHFIT Regulations”:\nTreasury Regulations Section 1.671-5, as amended or successor provisions.\n\n“WHMT”:\nA “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.\n\n“Whole Loan”:\nWith respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion Loan, such Mortgage Loan and its\nrelated Companion Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement. With respect\nto each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related\nMortgage Loan and the related Companion Loan(s).\n\n“Withheld Amounts”:\nAs defined in Section 3.21(a).\n\n“Workout-Delayed\nReimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan\non or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then\nconstitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such\nAdvance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any,\non which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes\nan obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount constitutes\nall or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine\nin the future that such amount instead constitutes a Nonrecoverable Advance.\n\n“Workout Fee”:\nThe fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).\n\n“Workout Fee Rate”:\nWith respect to each Corrected Loan, a fee of 1.00% of each collection (other than Penalty Charges) of interest and principal (other than\nany amount for which a Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal\nPrepayments and (iv) payments (other than those included in clause (i) or (ii) of this definition) at maturity,\nreceived on each Corrected Loan for so long as it remains a Corrected Loan.\n\n“XML”:\nExtensible Markup Language.\n\n“Yield Maintenance\nCharge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires,\nby a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in\nwhole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including\nany specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge\nmay be.\n\n -118- \n\n \n\n“ZBNA”:\nZions Bancorporation, N.A., a national banking association duly organized under the laws of the United States and its successors in interest.\n\nSection 1.02       \nCertain Calculations. Unless otherwise specified herein, for purposes\nof determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, the following provisions\nshall apply:\n\n(i)                              All calculations\nof interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the basis of a 360-day\nyear consisting of twelve 30-day months.\n\n(ii)                           Any Mortgage\nLoan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer or the Special\nServicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal Prepayments\nwith respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing Standard consistent\nwith the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan on which interest\naccrues.\n\n(iii)                        Any reference\nto the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer to the Certificate\nBalance of such Class of Certificates on such Distribution Date after giving effect to (a) any distributions made on the immediately\npreceding Distribution Date pursuant to Section 4.01(a), (b) and (c), (b) any Realized Losses allocated to\nsuch Class of Principal Balance Certificates on the immediately preceding Distribution Date pursuant to Section 4.04, and\n(c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed\nfrom principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries\nare allocated to such Class of Principal Balance Certificates and added to the Certificate Balance pursuant to Section 4.04(a).\n\n(iv)                       Unless\notherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage Loan,\nServiced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”)\nshall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments\non a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special Servicer, the highest of (x) the\nrate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable\nby the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination, (y) the Mortgage\nRate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal balance and (z) the\nyield on 5-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including property cash flow,\nthe “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.\n\n -119- \n\n \n\n(v)                          Any reference\nto “expense of the trust” or “additional trust fund expense” or words of similar import shall be construed to\nmean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement or, if\nno application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to this Agreement\nfor the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following application of trust fund\nexpenses (i) with respect to any Serviced Pari Passu Whole Loan, *pro rata* and *pari passu*, to the Trust and the related\nServiced Pari Passu Companion Loan(s) in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu\nMortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to the Serviced AB Whole Loan, first, to the related\nAB Subordinate Companion Loan and then, *pro rata* and *pari passu*, by the Trust and the related Serviced Pari Passu Companion\nLoan (if any), in accordance with the respective Stated Principal Balances of the related Mortgage Loan and Serviced Pari Passu Companion\nLoan.\n\n[End of Article I]\n\nArticle II\n\nCONVEYANCE OF MORTGAGE LOANS;\n\nORIGINAL ISSUANCE OF CERTIFICATES\n\nSection 2.01       \nConveyance of Mortgage Loans. (a)  The Depositor, concurrently\nwith the execution and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer\nand convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier\nRegular Interests) all the right, title and interest of the Depositor, including any security interest therein for the benefit of the\nDepositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other\nthan Sections 4(c), (d), (e) and (g)) and 5 (other than Sections 5(f), (g), (h) and (i)) and, to the extent related to the foregoing,\nSections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements, and (iii) all other assets\nincluded or to be included in the Trust Fund (collectively, the “Conveyed Property”). Such assignment includes all\ninterest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of\nprincipal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected\non or before the Cut-off Date); and (iii) any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans for which\na Retained Defeasance Seller is the related Mortgage Loan Seller. The transfer of the Mortgage Loans and the related rights and property\naccomplished hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection\nwith the assignment to the Trustee of Sections 2, 3, 4 (other than Sections 4(c), (d), (e) and (g)) and 5 (other than Sections 5(f),\n(g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the related\nMortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection\nwith any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee\nthe benefits of Sections 10, 13 and 15 in connection therewith.\n\n -120- \n\n \n\n(b)              \nIn connection with the Depositor’s assignment pursuant to subsection (a)\nabove, the Depositor shall direct, and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to\nthe applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian,\n(A) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in\nblank as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage\nNote has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition\nof “Mortgage File”) and (B) on or before the date that is forty-five (45) days following the Closing Date (or such later\ndate as may be provided under Section 2.01(b) and (c) with regard to any item), the remainder of the Mortgage File for\neach Mortgage Loan (which delivery shall be subject to clause (e) and clause (f) of the first proviso to the definition\nof “Mortgage File”) and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date,\nany other items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from\nreserve accounts and originals of letters of credit, which shall be transferred to the Master Servicer (except, in the case of serviced\nMortgage Loans, for letters of credit)). If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage\nLoan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)\nshall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage\nNote, together with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the\nTrust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents\nand/or instruments referred to in clauses (ii), (iv), (ix) and (x) of the definition of “Mortgage File”\n(or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because\nof a delay caused by the public filing or recording office where such document or instrument has been delivered, or will be delivered\nwithin ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan\nPurchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing\nDate as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been\nincluded in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by\nthe applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be\na true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian\non or before the date set forth herein, and either the original of such non-delivered document or instrument, or a photocopy thereof\n(certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents\nand/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete\ncopy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within\none hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the Closing\nDate as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and\nthe Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good\nfaith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy). If the\n\n -121- \n\n \n\napplicable Mortgage Loan Seller is required\nto, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments\nreferred to in clauses (ii), (iv), (ix) and (x) (or, if applicable, a copy thereof) of the definition of “Mortgage\nFile,” with evidence of filing or recording thereon, for any other reason, including, without limitation, that such non-delivered\ndocument or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this\nSection 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered\ndocument or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or\ninstrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to in\nclause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable\ntitle insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian\non or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage\nLoan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).\nIf, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but\ncannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in\nfavor of the Trustee referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii)),\nclause (ix) or clause (x) (to the extent not already assigned pursuant to clause (iii)) of the definition of “Mortgage\nFile” solely because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage\nLoan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)\nwith respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage\nLoan substantially in the form of Exhibit H; provided that all required original assignments with respect to such Mortgage\nLoan (in fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within\none hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the\nCustodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian\nno less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain\nfrom the appropriate public filing office or county recorder’s office the applicable filing or recording information as to the related\ndocument or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such\nassignments shall be subject to clause (e) of the final proviso to the definition of “Mortgage File” herein. If,\nin accordance with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as\nto any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of\nthe assignments in favor of the Trustee referred to in clause (iii), clause (v) (to the extent not already assigned\npursuant to clause (iii)) or clause (ix) of the definition of “Mortgage File”, such Mortgage Loan\nSeller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)\nwith respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment\nin the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording or\nfiling; provided that an original or copy of such assignment\n\n -122- \n\n \n\n(with evidence of recording or filing, as applicable,\nindicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c)\nof this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit referred to in clause (xii)\nof the definition of “Mortgage File” and relating to a serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver\nthe original to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services,\na Division 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 BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series\n2026-5C42”), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing\nbank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer\n(in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw on such letter of credit on behalf\nof the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents) and the applicable Mortgage\nLoan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)\nby delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate of\nthe applicable Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s\nCertificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one\nof which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not in\na form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable\nterms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment\nor amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals\nto the related issuer of such letter of credit for processing) to the Custodian within thirty (30) days of the Closing Date. If not otherwise\npaid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of\ncredit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the\nreasonable requests of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such\nletter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.\n\n(c)              \nPursuant to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan\nSeller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment\nof Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments” and, individually,\n“Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in\nproper form for filing or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the\napplicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for\nall such Mortgage Loans substantially in the form of Exhibit H to the Custodian as provided in Section 2.01(b).\nExcept under the circumstances provided for in the last sentence of this subsection  (c) and except in the case of a Non-Serviced\nMortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly\n(and in any event within one\n\n -123- \n\n \n\nhundred twenty (120) days after the later of\nthe Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and\nfiling information) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property\nrecords or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that\nit (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its\ndesignee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery\nof the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related\nMortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be\nrequired to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If\nany such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction\nin which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because\nof a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee\nshall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage\nLoan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded\nor filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording\nor filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation\nitself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request\nand provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan\nSeller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary\nof State for confirmation that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File.\nIn the event that confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan\nSeller, as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment\nand request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement\nAssignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by\nthe Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record\nany assignment to the Trustee referred to in clause (iii)\nor (v) of the definition of “Mortgage File,” or to\nfile any UCC-3 to the Trustee referred to in clause (ix)\nof the definition of “Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which opinion\nshall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is\nnot required to protect the Trustee’s interest in the related Mortgage Loan, against sale, further assignment, satisfaction or discharge\nby the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.\n\n(d)              \nAll documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage\nLoans (including, in each case, financial statements, appraisals, environmental reports, engineering reports, transaction screens, seismic\nassessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal\n\n -124- \n\n \n\nopinions, tenant estoppels and any other relevant\ndocuments relating to the origination and servicing of any Mortgage Loan or related Whole Loan that are reasonably necessary for the ongoing\nadministration and/or servicing of the applicable Mortgage Loan or Whole Loan, but\nexcluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such Mortgage Loan\nSeller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any of its\nAffiliates for such purposes), draft documents, attorney-client communications that are privileged communications or constitute legal\nor other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not required to be a part\nof a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage\nLoan, together with copies of all documents in each Mortgage File and, with respect to each Non-Serviced Mortgage Loan, each item in the\nMortgage File that would be required if it was a Serviced Mortgage Loan, shall be delivered by the Depositor or the applicable Mortgage\nLoan Seller to the Master Servicer within five (5) Business Days after the Closing Date and shall be held by the Master Servicer on behalf\nof the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable,\non behalf of the related Companion Holder. Such documents and records shall be any documents and records (with the exception of any items\nexcluded under the immediately preceding sentence) that would otherwise be a part of the Servicing File.\n\n(e)              \nIn connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to\nthe Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart\nof each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.\n\n(f)               \nThe Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within\nthree (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all unapplied reserve funds and Escrow Payments\nin the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Serviced Mortgage\nLoan) transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable Mortgage Loan Seller or any\nother name, to be transferred to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.\n\n(g)              \nWith respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee will be required to provide\nany such required notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master\nServicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and the\nMaster Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if\nnecessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the Master\nServicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within one hundred\ntwenty (120) days of the Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort\nletter has been received.\n\n -125- \n\n \n\n(h)              \nEach Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller\nshall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence\nFiles to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60)\ndays after the Closing Date), the applicable Mortgage Loan Seller shall provide to each of the Depositor, the Master Servicer, the Special\nServicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer\nand the Operating Advisor an officer’s certificate to the addresses set forth for such parties in Section 13.05, signed by\nthe applicable Mortgage Loan Seller certifying that the electronic copies of the documents and information uploaded to the Designated\nSite constitute all documents and information required under the definition of “Diligence File” (the “Diligence File\nCertification”).\n\n(i)                \nNotwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each\nServicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement\n(other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing\nShift Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced PSA, (ii) the Servicing\nShift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date and (iii) 180 days after the Closing Date, in which\ncase assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of the Servicing\nShift Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest\nof (i) the Servicing Shift Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing\nShift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date in which case such amendment shall be effected in\naccordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing Date and (B) any such time\nas any such letter of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be effected in accordance\nwith the terms of this Section 2.01, and (3) on and following the Servicing Shift Date, the Person selling the related Servicing\nShift Control Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be\nconclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to the Servicing\nShift Whole Loan in its possession (other than the original note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced\nTrustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery\nto the Custodian of photocopies of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced\nTrustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause\n(1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related\nNon-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee\nor Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to\ntransfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments,\nreserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for the Servicing Shift Whole\nLoan to the related Non-Serviced Master Servicer.\n\n -126- \n\n \n\n(j)                \nWithin two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File in EDGAR-Compatible\nFormat and Excel format, any Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and Annex A-1 to the\nProspectus in EDGAR-Compatible Format and Excel format to the Master Servicer via email to *NoticeAdmin@pnc.com.*\n\n(k)              \nNotwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the\napplicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited\nto delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint\nMortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or\nany document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage\nLoan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder\nand such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.\n\n(l)                \nNotwithstanding anything else in this Agreement, the parties acknowledge that the trust established under this Agreement is intended\nto be treated as a bare trust for Canadian federal income tax purposes. Accordingly, the parties to this Agreement agree not to make any\nCanadian tax filing or take any Canadian tax position that is inconsistent with the treatment of the trust as a bare trust. For the avoidance\nof doubt, none of the Trustee, the Certificate Administrator or any other party to this Agreement is responsible for any Canadian tax\nadministration, or has any liability for any Canadian tax consequences.\n\nSection 2.02       \nAcceptance by Trustee. (a)  The Trustee, by the execution\nand delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject to the provisions of Section 2.01,\nin good faith and without notice of any adverse claim, of the applicable documents specified in clause (i) of the definition\nof “Mortgage File” with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares\n(a) that it or the Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered\nby the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders,\nand (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all\npresent and future Certificateholders and, with respect to any original document in the Mortgage File for a Serviced Whole Loan, for any\npresent or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable.\nIf any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver\na copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have\nsatisfied the document delivery requirements of Section 2.01 and of this Section 2.02.\n\n(b)              \nWithin sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered\nby the Mortgage Loan Sellers constituting the Mortgage Files and, promptly following such review (but in no event later than\n\n -127- \n\n \n\nsixty (60) days after the Closing Date), the\nCustodian shall, in the form attached as Exhibit Q, certify\nin writing to each of the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so\nlong as no Consultation Termination Event shall have occurred and be continuing), the Trustee, the Certificate Administrator, the Asset\nRepresentations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage\nLoan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report annexed to\nsuch writing (the “Custodial Exception Report”), (i) subject to the final proviso of the definition of “Mortgage\nFile” herein and Section 2.01, all documents specified in clauses (i)\nthrough (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii),\na copy of such letter of credit and the required Officer’s Certificate), if any, of the definition of “Mortgage File”,\nas applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers\nhave been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and\n(iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with\nrespect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan\nSchedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically\nidentify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related\nMortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the\nrelated Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s\noffice).\n\n(c)              \nThe Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary\nof the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,\nthe Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable\nMortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which\na Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing)\nthat, (i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01, all\ndocuments specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),\nif any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered\nor caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear\nto be executed and relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information\nset forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)\nin the definition of “Mortgage Loan Schedule” is correct.\n\n(d)              \nNotwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material\nDefect in any of the documents specified in clauses (ii) through (v), and (x) in the definition of “Mortgage\nFile”, which Material Defect results solely from a delay in the return of the related documents from the applicable filing or recording\noffice and gives rise to a repurchase or substitution obligation on the part of the related Mortgage Loan Seller with respect to the subject\nMortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder, in its sole judgment, may\n\n -128- \n\n \n\n(other than with respect to any Excluded Loan\nand, with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special\nServicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event,\npermit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master\nServicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal\nto 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver\nto the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable,\nshall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such\nMaterial Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall\nreturn such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until the same are applied to the Purchase Price\n(or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)\nin the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences,\nif the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined\nin the exercise of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection\nwith an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted\nby any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on collateral\nsecuring the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller or Additional\nRepurchase Obligor shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required\nby, the terms and conditions of Section 2.03(b) and Section 5 or Section 19, as applicable, of the related Mortgage Loan\nPurchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan\nfor a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting\nto recover the document from the applicable filing or recording office and provides an officer’s certificate setting forth what\nactions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the\ndate of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the\nMaster Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter\nof credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price (or the Substitution\nShortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall\nbe returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection\nAccount shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds\nshall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the\nLower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller\nshall remain liable for any taxes payable on income or gain with respect thereto.\n\n(e)              \nIt is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether\nany of the documents specified in\n\n -129- \n\n \n\nclauses (vi),\n(vii) and (xii)\nthrough (xviii) of the definition of “Mortgage File”\nexist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified on the Mortgage\nLoan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to\nthe Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain\nthe perfection of a security interest or appropriate for the represented purpose or that they are other than what they purport to be on\ntheir face and, with respect to the documents specified in clause (viii)\nof the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation,\nwhether all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement\ndocument has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced\nin the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part\nof the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be delivered\nin accordance with this Section 2.02 that the related Mortgage File should include one state level UCC Financing Statement filing\nfor each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent\nmultiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular\nUCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement\nfiling for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to\nthe extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing\nStatements to be assigned to the Trust will be delivered on the national forms (or on such other form as may be acceptable for filing\nor recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will be filed or recorded\nin the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in the documents provided,\nand in accordance with then-current laws.\n\n(f)               \nIf, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting\na part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections \n2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect\nwith the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”\nin the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer,\nthe Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety\n(90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception\nReport setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably acceptable to\nthe Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which\nwere delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned by the recorder’s office\nor filing office).\n\nPursuant to the related Mortgage\nLoan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable Mortgage Loan\nSeller)\n\n -130- \n\n \n\nthe assignment and recordation of its respective\nMortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.\n\n(g)              \nIf the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person\nfor a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase\nRequest, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent\nit receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase\nRequest); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any\nrejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special Servicer by\nanother party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup”\nhard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection\nof a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in\nthe case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase\nRequest Recipient’s receipt thereof.\n\nEach 15Ga-1 Notice shall\ninclude (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase\nRequest Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient, as applicable,\n(iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv) the identity of\nthe Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as to whether it currently\nplans to pursue such 15Ga-1 Repurchase Request.\n\nA Repurchase Request Recipient\nshall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work\nproduct doctrines. The Depositor shall cause the Mortgage Loan Purchase Agreements to provide that (i) any 15Ga-1 Notice provided\npursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective\nAffiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement\nof law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information\nprovided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense\nto the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement,\nincluding with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.\n\nIn the event that the Depositor,\nthe Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a 15Ga-1\nRepurchase Request, such party shall promptly forward or otherwise provide written notice of such 15Ga-1 Repurchase Request to the Master\nServicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO\nProperty, and include the following statement in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’\nunder Section 2.02 of the Pooling and Servicing Agreement relating to the BBCMS\n\n -131- \n\n \n\nMortgage Trust 2026-5C42, Commercial Mortgage\nPass-Through Certificates, Series 2026-5C42 requiring action by you as the\n‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the Master Servicer or\nthe Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase\nRequest, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase\nRequest. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section\n2.02 of this Agreement in connection with its review of the Mortgage File.\n\nIf the Depositor, the Trustee,\nthe Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge\nof a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or given, and such notice was\nnot received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal or rejection\nto the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee, the Certificate Administrator,\nthe Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of\na withdrawal notice, to the applicable Mortgage Loan Seller.\n\nIn the event that a Mortgage\nLoan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non-Specially\nServiced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase\nor replacement.\n\nSection 2.03       \nRepresentations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage\nLoans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The\nDepositor hereby represents and warrants 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 the\nDepositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and\nhas the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but\nnot limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;\n\n(ii)                           Assuming\nthe due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations\nof the 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);\n\n -132- \n\n \n\n(iii)                        The execution\nand delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with any provisions\nof any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under any\nof the terms, conditions or provisions of the certificate of formation or operating agreement of the Depositor or any indenture, agreement\nor instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to the Depositor, or result\nin the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and adversely affect\nthe ability of the Depositor to carry out the transactions contemplated by this Agreement; the Depositor has obtained any consent, approval,\nauthorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Depositor\nof this Agreement;\n\n(iv)                       There is\nno action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court or by or\nbefore any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans\nor the ability of the Depositor to carry out the transactions contemplated by this Agreement; and\n\n(v)                          The Depositor\nis the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage Loans have\nbeen validly transferred to the Trust.\n\n(b)              \nAfter its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan)\nor the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that the\napplicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan Seller’s discovery\nof any Material Defect, (ii) such Mortgage Loan Seller’s receipt of notice of any Material\nDefect from any party to this Agreement or (iii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified\nmortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)\nthat causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the discovery of any Material Defect\nby any party to this Agreement or (y) receipt of a notice of any Material Defect by the applicable Mortgage Loan Seller (such 90-day\nperiod, the “Initial Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan\nSeller’s own expense, including reimbursement of any related additional expenses of the Trust incurred by any party to this Agreement,\n(B) repurchase the affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller\nPercentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price and in conformity\nwith the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other\nthan with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (or, in\nthe case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion\nLoan, if applicable) (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing\nDate) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in\n\n -133- \n\n \n\nconnection therewith and in conformity with\nthe applicable Mortgage Loan Purchase Agreement and this Agreement; provided,\nhowever, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver\nto the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the\ndefinition of “Mortgage File” by a date not later than eighteen (18) months following the Closing Date, if such Material Defect\nis capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is\ndiligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall\nhave an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90)\nday period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage\nLoan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding\nany related Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans,\nfor which no substitution will be permitted)) and provided, further, that with respect to such Extended Cure Period the\napplicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who\nshall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special\nServicer, the Operating Advisor, the Asset Representations Reviewer and (with respect to any Mortgage Loan, prior to the occurrence of\na Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable of being\ncured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof\nand stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period;\nand provided, further, that, if any such Material Defect is not cured after the Initial Cure Period and any such Extended\nCure Period solely due to the failure of the related Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan\nSeller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect\nuntil eighteen (18) months after the Closing Date for so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer,\nthe Special Servicer, the Directing Certificateholder (in the case of the Directing Certificateholder, prior to the occurrence and continuance\nof a Consultation Termination Event) and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such\nExtended Cure Period, that such Material Defect is still in effect solely because of the failure of the applicable recording office to\nhave recorded as filed or returned evidence of filing the document (or made such evidence available online) and that such Mortgage Loan\nSeller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any\nDefect or Breach which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3)\nof the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan\nto be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein,\nand (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage\nLoan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected\nMortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller (or,\nin the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage\n\n -134- \n\n \n\nInterest thereof) are to be remitted by wire\ntransfer to the Master Servicer for deposit into the Collection Account.\n\nIf a Mortgage Loan Seller,\nin connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant\nto an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and, with\nrespect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with the consent of the Directing\nCertificateholder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)\nwith respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to\nbe applied in accordance with Section 3.05(g) of this Agreement. The Special Servicer shall (i) determine the amount of any\napplicable Loss of Value Payment (with the consent of the Directing Certificateholder in respect of any Mortgage Loan that is not an Excluded\nLoan and for so long as no Control Termination Event has occurred and is continuing) and, in the case of any PSA Party Repurchase Request\nwith respect to Non-Specially Serviced Loans prior to the occurrence of a Resolution Failure, shall communicate such amount to the Master\nServicer for its enforcement action with the applicable Mortgage Loan Seller and (ii) with respect to Specially Serviced Loans, use reasonable\nefforts to notify the Master Servicer of the receipt of a Loss of Value Payment. In connection with any such determination with respect\nto any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time\nframe and in the manner provided in Section 3.19, with the Servicing File and all documents and records (including records stored\nelectronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related\nServiced Companion Loan(s), either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer,\nand reasonably requested by the Special Servicer to the extent set forth in Section 3.19 in order to permit the Special Servicer\nto calculate the Loss of Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall include the portion\nof any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable\nexpenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is\nmade, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding\nany such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or\nsubstitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only\nto a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust, provided\nthat (i) prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Special\nServicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan\nPurchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute\nfor such Mortgage Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan;\nand (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning\nof Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective\nMortgage Loan to be treated as a qualified mortgage) may not be cured by a Loss of Value Payment.\n\n -135- \n\n \n\nWith respect to any Non-Serviced\nMortgage Loan, any “Material Defect” relating to a “Defect” in the related “Mortgage File” (or analogous\nterms) under the related Non-Serviced PSA exists with respect to the related Non-Serviced Companion Loan, and if the applicable Mortgage\nLoan Seller (or other responsibly party) repurchases the Non-Serviced Companion Loan from the related Non-Serviced Trust, then the related\nMortgage Loan Seller shall promptly repurchase such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however,\nthat the foregoing shall not apply to any Material Defect (or analogous term) related to the promissory note for the related Non-Serviced\nCompanion Loan.\n\nIf any Breach that constitutes\na Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document\nrequires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan\ndocument(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended)\nby reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses\nincurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a\nresult of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable by the Mortgage\nLoan Seller to the Asset Representations Reviewer to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations\nReviewer attributable to the Asset Review of such Mortgage Loan; provided, however, that if the Breach relates to a Joint\nMortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage Interest of all such costs and expenses\nunless such Breach relates solely to the Mortgage Note contributed by such Mortgage Loan Seller; provided, further, however,\nthat in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase\nor substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the\nimmediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making\nsuch remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent that any fees\nor expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the\nportion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor\nshall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage\nLoan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being\nrepurchased or replaced after the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the\nTrust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect\nto each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments\ndue with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf\nof the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master\nServicer (or by the Special Servicer to the Master Servicer who shall then remit such funds) to the applicable Mortgage Loan Seller effecting\nthe related repurchase or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related\nMortgage Loan Purchase Agreement, a delay in either the discovery of a Material Defect or in providing notice of such Material Defect\nshall\n\n -136- \n\n \n\nnot relieve the applicable Mortgage Loan Seller\nof its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage Loan if\nit is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II\nunless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such\ndelay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice\nas required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge\nof such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect\ndoes not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3)\nof the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated\nas a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller from curing such Material Defect. Notwithstanding the\nforegoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a\nMortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by\na Mortgagor), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material\nDefect.\n\nThe parties acknowledge that\ncertain Mortgage Loan Purchase Agreements may provide for an Additional Repurchase Obligor that is required to perform the obligations\nof the related Mortgage Loan Seller described in this Section 2.03(b) or a guarantor of such obligations, in each case, to\nthe extent set forth in the applicable Mortgage Loan Purchase Agreement.\n\nPursuant to each Mortgage\nLoan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan,\nthe related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage Loan, the\napplicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant to the terms\nof any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the\nremaining Mortgaged Property or Mortgaged Properties satisfy the requirements, if any, set forth in the Mortgage Loan documents and the\nrelated Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release in lieu of repurchase would not cause an Adverse\nREMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.\n\n(c)              \nSubject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and\nfurther subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage\nFile to be deemed to have a “Defect” that constitutes a Material Defect and to be conclusively presumed to materially and\nadversely affect the interests of Certificateholders in a Mortgage Loan (but solely with respect to clause (a)) and to be\ndeemed to materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan: (a) the absence\nfrom the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity\nwith a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed\nMortgage that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with\n\n -137- \n\n \n\nevidence of recording thereon or a copy of\nthe Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation;\n(c) the absence from the Mortgage File of the item called for by clause (viii)\nof the definition of “Mortgage File”; (d) the absence from the Mortgage File of any intervening assignments required\nto create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either\na copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related\nMortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (e) the\nabsence from the Mortgage File of any required letter of credit (except as permitted under Section 2.01(b));\nor (f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original,\nif available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described in\nsubclauses (a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely affect\nthe value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders\nunless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s\nrights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related\nMortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate\nsignificant servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously\ndescribed in subclauses (b) through (f) of this Section 2.03(c) shall be considered to materially and adversely\naffect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders\nunless the related Mortgage Loan Seller, after receipt of notice of such Defect, fails to produce a copy of the document with respect\nto which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as\napplicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian under\nthe related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue\na lender’s title Insurance Policy, as provided in clause (viii) of the definition of “Mortgage File” herein,\nin lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect\nto any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date.\nNotwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under\nthis Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to\nSection 2.01(i) above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery\nof the document, and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized as the basis\nfor a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5 of the related Mortgage Loan Purchase Agreement\nand/or this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01.\n\n(d)              \nIn connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated\nby this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer\nshall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator, the Custodian,\nthe Master Servicer and the Special Servicer of a trust\n\n -138- \n\n \n\nreceipt executed by the applicable Mortgage\nLoan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage\nLoan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other\nthan attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage\nFile that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to the applicable Mortgage Loan Seller\nor Additional Repurchase Obligor in the same manner as provided in Section 5\nor Section 19, as applicable, of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File”\nherein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan\n(including property acquired in respect thereof and proceeds of any Insurance Policy with respect thereto) and the related Mortgage Loan\ndocuments.\n\n(e)              \nSection 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject\nto the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,\nthe Master Servicer or the Special Servicer with respect to any Material Defect.\n\n(f)               \nThe Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),\nenforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,\nincluding, without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the Servicing Standard.\nAny costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan Seller\nunder the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller, be\ndeemed to be Servicing Advances to the extent not otherwise provided for herein. The Enforcing Servicer shall be reimbursed for the reasonable\ncosts of such enforcement: *first*, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable\nMortgage Loan Seller; *second*, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that\nsuch expenses are a specific component thereof; and *third*, if at the conclusion of such enforcement action it is determined that\nthe amounts described in clauses *first* and *second* are insufficient, then pursuant to Section 3.05(a)(viii)\nherein out of general collections on the Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’\nfees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents\nrelated to an Other Securitization, if applicable.\n\n(g)              \nIf a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which\nalso constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right,\nand shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from\nthe related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g)\nshall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Operating Advisor,\nthe Asset Representations Reviewer, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under\nthe terms of such Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid\n\n -139- \n\n \n\ninterest on Advances at the Reimbursement Rate,\nfees owed to the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer, and unpaid or unreimbursed\nexpenses of the Trustee, the Certificate Administrator, the Trust, the Operating Advisor, the Asset Representations Reviewer, the Master\nServicer or the Special Servicer allocable to such Mortgage Loan. The Enforcing Servicer shall use reasonable efforts to recover such\nexpenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature\nof the reimbursement to the related Mortgage Loan Seller; provided,\nhowever, that the Enforcing Servicer determines in the exercise\nof its sole discretion consistent with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection\nor recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the\nMaster Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator\nand the Certificateholders pursuant to the terms of this Agreement; provided,\nfurther, that the Master Servicer or, with respect to a Specially\nServiced Loan, the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion\nin accordance with the Servicing Standard.\n\n(h)              \nIf (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03\nand (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related\nCrossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material\nDefect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the related\nMortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage\nLoan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase\nCriteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the aforementioned criteria,\nthe applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to\nwhich the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed\nMortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated\namong the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a *pro rata* basis\nbased upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),\nall other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.\n\n(i)                \nNotwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying\nLoans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased\npursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,\nthat (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this\nAgreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection\nwith such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense)\nto the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release,\n\n -140- \n\n \n\nthe related Mortgage Loan Seller delivers or\ncauses to be delivered to the Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.\n\n(j)                \nWith respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or\nsubstitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) while the Trustee continues to hold\nany other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Enforcing Servicer,\non behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from\nenforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary\nCollateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the\nMortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise\nits remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other\nparty to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both\nparties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents\nevidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement\nto remove the threat of material impairment as a result of the exercise of remedies.\n\n(k)              \n(i)  In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer,\nthe Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor)\nthat a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to\nsuch Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such\nparty shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly\nforward it to the related Mortgage Loan Seller and each other party to this Agreement and take the actions required under Section 2.03(b).\nSubject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase\nRequest.\n\n(ii)                              In the\nevent that 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) obtains knowledge of a Material Defect with respect to a Mortgage Loan, that party shall\ndeliver prompt written notice of such Material Defect to each other party to this Agreement identifying the applicable Mortgage Loan\nand setting forth the basis for such allegation (a “PSA Party Repurchase Request” and, either a Certificateholder\nRepurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”) and the Enforcing Servicer will be\nrequired to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. Prior to the occurrence of a Resolution\nFailure, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan\nSeller with respect to a PSA Party Repurchase Request. If a Resolution Failure occurs with respect to a PSA Party Repurchase Request,\nthe provisions described below under Section 2.03(l) shall apply.\n\n -141- \n\n \n\n(iii)                           In the\nevent the Repurchase Request is not Resolved within 180 days after the applicable Mortgage Loan Seller receives the Repurchase Request\n(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply*.*Receipt\nof the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage\nLoan Seller. A Resolved Repurchase Request shall not preclude the Special Servicer from exercising any of its rights related to a Material\nDefect in the manner and timing otherwise set forth herein, in the related Mortgage Loan Purchase Agreement or as provided by law.\n\n(l)                \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 via e-mail to *trustadministrationgroup@computershare.com*\nwho shall make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate\nAdministrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request\n(the “Proposed Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate their\nagreement with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree” to the\nProposed Course of Action on such notice within thirty (30) days of the date of such notice and a disclaimer that responses received after\nsuch 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed\nCourse of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances\nwhere a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding\nCertificateholders that involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that the responding\nCertificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly\nmarked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions\nfor the responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator.\nThe Certificate Administrator shall, within fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the\nresponses received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall\nonly count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional\nverbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder\nagrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions\nfrom the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s\nobligations in connection with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’ responses\nof “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose\nany enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the\nCertificate Administrator’s tabulation of the majority of the responding Certificateholders. If (a) the Enforcing Servicer’s\nintended course of action with respect to the Repurchase Request does not involve pursuing further action to\n\n -142- \n\n \n\nexercise rights against the applicable Mortgage\nLoan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder\nor Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration,\nor (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable\nMortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder\nor Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting\nCertificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice\n(a “Preliminary Dispute Resolution Election Notice”) within thirty (30) days from the date the Proposed Course of Action\nNotice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating\nits intent to exercise its right to refer the matter to either mediation or arbitration. In\nthe event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer\nhas also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed\nCourse of Action indicating a recommendation to undertake mediation or arbitration, such responses shall be considered Preliminary Dispute\nResolution Election Notices supporting the Proposed Course of Action for purposes of determining the course of action approved by the\nmajority of responding Certificateholders.\n\n(ii)                            If neither\nthe Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute\nResolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have the right\nto refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party entitled to determine\na course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject\nto any consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.\n\nFor the avoidance\nof doubt, no party other than the Enforcing Servicer shall be entitled to exercise such rights.\n\n(iii)                         Promptly\nand in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial\nRequesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and\n(b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting Certificateholder\nregarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration\nas the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so\nthat such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request\nand possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business Days following the\nDispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good\nfaith to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than five (5)\nBusiness Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may\n\n -143- \n\n \n\nprovide a final notice to the Enforcing\nServicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute\nResolution Election Notice”).\n\n(iv)                         If, following\nthe Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the\nEnforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under this Agreement\nto determine a course of action, including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase Request\nand no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.\n\n(v)                            If a Requesting\nCertificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder\nshall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration.\nIf there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice, then such Requesting\nCertificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among\nsuch Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration. If, however, no\nRequesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days after\ndelivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder\nto act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to\nrefer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer\nshall take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all\npurposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect\nshall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing\nServicer to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course\nof Action Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice\nhad indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again\nbecome the Enforcing Party and, as such, shall be the sole party entitled to determine a course of action, including, but not limited\nto, enforcing the Trust’s rights against the related Mortgage Loan Seller.\n\nFor the avoidance\nof doubt, no party other than the Enforcing Servicer shall be entitled to exercise such rights.\n\n(vi)                         Notwithstanding\nthe foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing\nServicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,\nor determines in accordance with the Servicing Standard that it\n\n -144- \n\n \n\nis in the best interests of Certificateholders\nto commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.\n\n(vii)                      In the\nevent a Requesting Certificateholder 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 below.\n\n(viii)                   For the\navoidance of doubt, neither the Depositor, any Mortgage Loan Seller nor any of their respective Affiliates (other than the Directing\nCertificateholder or any of its Affiliates) shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.\n\n(m)            \nIf the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:\n\n(i)                              The mediation\nshall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller within 30 days\nof 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(ii)                           The mediator\nshall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either commercial real\nestate finance or CMBS matters or other complex commercial transactions and who will be appointed from a list of neutrals maintained\nby the Mediation Services Provider. Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider,\neach party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators\nin order of preference. The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting\nthe preference choices of the parties to the extent possible.\n\n(iii)                        The parties\nshall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten (10) Business Days\nof the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.\n\n(iv)                       The expenses\nof any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing Party and Enforcing\nServicer, as mutually agreed by the parties as part of the mediation.\n\n(n)              \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 services provider selected by the related Mortgage Loan Seller within 30\ndays of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration Services Provider”)\nin accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by the Arbitration Services\nProvider.\n\n -145- \n\n \n\n(ii)                            The arbitrator\nshall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial\nlitigation and either commercial real estate finance or CMBS matters or other complex commercial transactions and who will be appointed\nfrom a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten potential arbitrators\nby the Arbitration Services Provider, each party will have the right to exercise two peremptory challenges within fourteen (14) days\nand to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select the arbitrator\nfrom the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.\n\n(iii)                         Prior\nto accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias\nor conflict of interest 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 ten (10) Business Days after its appointment, the arbitrator shall\ndevise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting\nthe proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule, hear, and determine\nany and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury\nmatters (the “Rules”) (including summary judgment and other prehearing and post hearing motions), and shall do so\nby reasoned decision 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 shall\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 witnesses),\nand (C) expert witness depositions, provided that the arbitrator shall have the ability to grant the parties, or either\nof them, additional discovery to the extent that the arbitrator determines good cause is shown that such additional discovery is reasonable\nand necessary.\n\n(vi)                        The arbitrator\nshall make its final determination no later than thirty (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 shall 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\n\n -146- \n\n \n\nthe parties to the arbitration as determined\nby the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned decision in writing and counterpart\ncopies shall be promptly delivered to the parties. The final determination of the arbitrator shall be final and non-appealable, except\nfor actions to confirm or vacate the determination permitted under federal or state law, and may be enforced in any court of competent\njurisdiction.\n\n(vii)                     By selecting\narbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.\n\n(viii)                  No person\nmay bring a putative or certified class action to arbitration.\n\n(o)              \nThe following provisions shall apply to both mediation and third-party arbitration:\n\n(i)                               Any mediation\nor arbitration shall be held in New York, New York unless another location is agreed by all parties;\n\n(ii)                            If the\ndispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration\nor the 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, shall 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 shall 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\nevent a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall\nbe required to contain\n\n -147- \n\n \n\nan acknowledgment that the Trust, or\nthe Enforcing Servicer on its behalf, shall be a party to any arbitration or mediation proceedings solely for the purpose of being the\nbeneficiary of any award in favor of the Enforcing Party. All amounts recovered by the Enforcing Party shall be paid to the Trust, or\nthe Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case\nmay be, shall provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms\nof the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf\nshall be responsible for any such costs and expenses allocated to the Requesting Certificateholder.\n\n(v)                           In the event\na Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses allocated to\nthe Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.\n\n(vi)                        The Trust\n(or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted to redact\nany personally 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 (A) the Certificateholders shall be permitted\nto communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06, (B) to the extent\nthat the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1 Notice in connection with such Repurchase Request,\nthe Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information required pursuant to Section 2.02 and\n(C) the applicable Mortgage Loan Seller shall be permitted to disclose information related to the Repurchase Request to the extent necessary\nto comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.\n\n(vii)                     For the\navoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request to mediation\nor arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform\nits obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure, negotiation of a loan modification\nor workout, acceptance of a discounted pay-off or deed-in-lieu of foreclosure, or bankruptcy or other litigation) or the exercise of\nany rights of a Directing Certificateholder.\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 Trust\nFund expenses.\n\n(p)              \nNotwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable\nMortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be\nlimited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor\n\n -148- \n\n \n\nin accordance with the related Mortgage Loan\nPurchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect to\nthe Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material\nDefect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect\nto such Joint Mortgage Loan.\n\nSection 2.04       \nExecution of Certificates; Issuance of Lower-Tier Regular Interests. The\nTrustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02,\nthe delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements,\ntogether with the assignment to it of all of the other assets included in the Lower-Tier REMIC. Concurrently with such assignment\nand delivery, and in exchange for the Mortgage Loans and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby\nacknowledged, (i) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the\nDepositor, (ii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC\nand (iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the\nCertificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating\nAgent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates,\nand the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing\nthe entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR\nInterest and the Class UR Interest).\n\n \n\n[End of Article II]\n\nArticle III\n\nADMINISTRATION AND\n\nSERVICING OF THE TRUST FUND\n\nSection 3.01       \nThe Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,\nthe Serviced Companion Loans and REO Properties. (a) Each of the Master\nServicer and Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan),\nany related Serviced Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is\nobligated to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case of a Serviced\nWhole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders\nand, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests),\nas a collective whole, taking into account the subordinate or *pari passu* nature of such Companion Loans, as applicable (as determined\nby the Master Servicer or Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms\nof this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine\n\n -149- \n\n \n\ndebt, the related Intercreditor Agreement)\nand the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan(s), taking into account the subordinate\nor *pari passu* nature of the Companion Loan(s), as applicable. With respect to each Serviced Whole Loan, in the event of a conflict\nbetween this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that\nin no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance\nwith the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate\nthe Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer\nshall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance with the higher\nof the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which\nthe Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third party\nportfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case\nmay be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with\na view to (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in\nthe case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net present value basis\non such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a\ncollective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of\nthe Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder\nor holders of the related Companion Loan(s) constituted a single lender), taking into account the subordinate or *pari passu* nature\nof the related Companion Loan(s), as applicable), as determined by the Master Servicer or the Special Servicer, as the case may be, in\nits reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent, institutional\ncommercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising\nfrom: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special\nServicer may have with any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller, the originators, any Sponsor, or any\nother parties to this Agreement; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating\nto a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable;\n(iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer’s or the\nSpecial Servicer’s, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for\nits costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) any\nNon-Serviced Mortgage Loan and any Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties\nnot covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates;\n(vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any\nMortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase\nany Mortgage Loan or the related Companion Loan(s) the Master Servicer or the Special Servicer, as the case may be,\n\n -150- \n\n \n\nor any of its Affiliates, may have; and (viii) any\nobligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase, substitute for or make\na Loss of Value Payment with respect to a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one\nof their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).\n\nThe Master Servicer and the\nSpecial Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced\nMortgage Loans pursuant to their obligations under this Agreement.\n\nWithout limiting the foregoing,\nsubject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other\nthan the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred\nand is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to any Mortgage\nLoans (other than the Non-Serviced Mortgage Loans) or any related Serviced Companion Loans as to which a Servicing Transfer Event has\nnot occurred (each, a “Non-Specially Serviced Loan”) in connection with any Major Decision or Special Servicer Decision\nand (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall\ncontinue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect\nto the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer\nEvent had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render\nsuch services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided,\nfurther, however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure\nresults from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or\nfailure by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer,\nshall not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under\nthis Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by the\nMaster Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion\nLoan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a).\nWithout limiting the foregoing, subject to (i) the processing of any Major Decision or Special Servicer Decision (other than the Special\nServicer Decisions specified in subclause (i) or (ii) of clause (ix) of the definition of “Special Servicer Decision”)\nby the Special Servicer or, the processing by the Master Servicer of the Special Servicer Decisions specified in subclause (i) or (ii)\nof clause (ix) of the definition of “Special Servicer Decision” (but subject to the Special Servicer’s consent),\nor if mutually agreed to by the Master Servicer and the Special Servicer, the processing by the Master Servicer of any Major Decision\nor other Special Servicer Decision, the Master Servicer in accordance with the terms of this Agreement, and (ii) Section 3.19,\nthe Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or related Serviced Companion Loan. The\nSpecial Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating\nstatements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to\nSpecially Serviced Loans in accordance with\n\n -151- \n\n \n\nSection 3.12. After notification\nto the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master\nServicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be\ncoordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express or\nimplied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans\nor any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement\nto the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed\nfor Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended\nsolely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person\nthe risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall\nbe construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders\nin respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.\n\n(b)              \nSubject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)\nand of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and\napplicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in the case of\nthe Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all\nthings in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without\nlimiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name of the\nTrustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and\ndeliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder)\nand the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan (and, if applicable, each REO\nProperty), it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements and other\ndocuments or instruments necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage\nFile on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements,\ncontinuation statements and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other\nsecurity document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections \n3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents\ncontained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other\ndocuments in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any\nor all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative\ncapacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special\nServicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing\nany\n\n -152- \n\n \n\nreports required to be provided to them pursuant\nto the related Mortgage Loan documents. Subject to Section 3.10,\nthe Trustee shall (i) within ten (10) Business Days following the Closing Date, furnish to the Master Servicer and the Special Servicer\noriginal powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached, as applicable (or such other form as\nmutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish,\nor cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney in the form of Exhibit R-1\nor Exhibit R-2 attached, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the\nSpecial Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as\nthe case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall\nnot be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to,\nor misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to\nthe contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent:\n(i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s\nor the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction\nin which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided\nthat the Master Servicer or Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee\nof the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master\nServicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or\nproceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or Special Servicer’s,\nas applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee\nto be required to be registered to do business in any state.\n\n(c)              \nTo the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents\n(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency Confirmation\nfrom each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal\nor qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such\nrating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied\nwith respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such Rating Agency\nConfirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion Loan documents\n(including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation\nof any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current\nratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered\nsatisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to\nSection 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor.\nTo the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related\n\n -153- \n\n \n\nIntercreditor Agreement) are silent as to who\nbears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in\nthe downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any)\n(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.25),\nthe Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be\nresponsible for the payment of such costs and expenses out of pocket other than as a Servicing Advance.\n\n(d)              \nThe relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the\nparties to be that of an independent contractor and not that of a joint venturer, partner or agent.\n\n(e)              \nThe Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,\nand consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.\n\n(f)               \nWithin sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after\nthe later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage\nLoan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan (other\nthan any Non-Serviced Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in\ncare of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders\nshall be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease\nfor each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee,\nthat any notices of default under such Ground Lease that are required to be delivered to the leasehold mortgagee pursuant to the terms\nof such Ground Lease shall be delivered to the Master Servicer (who shall forward such notices to the Special Servicer) and that the Master\nServicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit\nis required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit\npursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable\nrequests of the Master Servicer or Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan\ndocuments do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related\nletter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable\nMortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating\nto any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer\nhas exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable\nMortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and\nexpenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications\nto Ground\n\n -154- \n\n \n\nLeases shall be paid by the related Mortgagor.\nNeither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its\nobligations under the related Mortgage Loan Purchase Agreement.\n\nThe Master Servicer acknowledges\nthat any letter of credit held by it shall be held in its capacity as Master Servicer of the Trust. If the Master Servicer sells its rights\nto service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit (i) to the Trust at the expense\nof the Master Servicer (which the Master Servicer may recover from the Mortgagor if permitted by the related Mortgage Loan documents)\nor (ii) with respect to any Specially Serviced Loan at the direction of the Special Servicer to such party as the Special Servicer may\ninstruct at the expense of the Trust. Subject to Section 6.04, the Master Servicer or the Special Servicer (solely with respect\nto clause (ii) of the prior sentence) shall indemnify the Trust for any loss caused by the ineffectiveness of such assignment as a result\nof the Master Servicer’s or the Special Servicer’s, as applicable, negligence.\n\n(g)              \nNotwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an\nAdvance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included\nin the Trust Fund.\n\n(h)              \nServicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor\nAgreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer\nperiod as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related Companion Holder to or for\nthe benefit of the Trust or any party hereto, or payable to the related Companion Holder, in accordance with the related Intercreditor\nAgreement remain due and owing.\n\n(i)                \nThe Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced\nWhole Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,\nuse commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special\nServicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor\nAgreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense\nor, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced Pari Passu Whole Loan,\n*pro rata* and *pari passu*, by the Trust and the related Serviced Pari Passu Companion Loan(s), in accordance with the respective\nStated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with\nrespect to any Serviced AB Whole Loan, *first*, by the related AB Subordinate Companion Loan and *then*, *pro rata* and\n*pari passu*, by the Trust and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated\nPrincipal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s).\n\n(j)                \nNotwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the\nrelated Intercreditor Agreement, the\n\n -155- \n\n \n\nservicing and administration of a Serviced\nWhole Loan shall continue hereunder (but not with respect to making Advances) even if the related Serviced Mortgage Loan is no longer\npart of the Trust Fund, until such time as a separate servicing agreement is entered into in accordance with the related Intercreditor\nAgreement (it being acknowledged that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement\nto which it is not a party); provided that, other than pursuant to Section 6.04\n(and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures, reasonable legal\nfees and related costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation, costs and expenses\nof litigation and of enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in settlement)\nincurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced\nMortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and\nafter the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master\nServicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust\nFund; provided, further, however, that if, in the case of any Serviced Whole Loan, the related Serviced Companion\nLoans continue to be included in Other Securitizations, then for so long as a separate servicing agreement (pursuant to the related Intercreditor\nAgreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances\nwith respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified\nthat such an Advance is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within\none (1) Business Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding\nsentence, the Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the\nMortgage Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same\nmanner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.\n\n(k)              \nNotwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and\nthe Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s\nauthority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor\nAgreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under\nthe related Non-Serviced PSA. The Master Servicer shall use reasonable efforts consistent with the Servicing Standards to enforce the\nrights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced\nPSA.\n\n(l)                \nThe parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced\nIntercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related\nNon-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced\nSpecial Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced\nCompanion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related\n\n -156- \n\n \n\nNon-Serviced Mortgage Loan is included\nin the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan\nshall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has been agreed\nto by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement and confirmation\nhas been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal\nof the then-current ratings of any Class of Certificates then outstanding.\n\n(m)            \nNotwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and\nthe Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s\nauthority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The\nMaster Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent\nwith the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under\nthe related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement, the\nprovisions of the related Intercreditor Agreement shall control.\n\n(n)              \nSubject to Section 11.15 of this Agreement, in connection with the securitization of any of the Serviced Pari Passu\nCompanion Loans, each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and\nthe Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the\nrelated Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines\nto be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.\n\n(o)              \nFor the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have\nany obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate\nAdministrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The obligation of the\nMaster Servicer to provide information and collections and make P&I Advances to the Certificate Administrator for the benefit of the\nCertificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or\ncollections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.\n\n(p)              \nNothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to\nthe extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind\nof business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement or\nto the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the Servicing Standard.\n\nSection 3.02       \nCollection of Mortgage Loan Payments. (a)  Each of the\nMaster Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for\n\n -157- \n\n \n\nunder the terms and provisions of the Mortgage\nLoans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow\nsuch collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided,\nthat the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash\nflow to principal in accordance with the terms of the Mortgage Loan documents. The\nMaster Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent\npayment on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four\n(24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the\nSpecial Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage\nLoan or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers,\nno Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan\nor Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing\nStandard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination\nEvent, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control\nTermination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer\nor Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within\nfive (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver);\nprovided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer\nor Special Servicer, as applicable, subject to Section 3.11, may waive any Penalty Charge in accordance with the Servicing\nStandard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder\nshall have no consent or consultation rights with respect to any Excluded Loan with respect to the foregoing waivers.\n\n(b)              \n(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due\nand owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions\nof the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express provisions\nin the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related\nMortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage\nLoan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage\nLoan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s)\npursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:\n\n*first*, as\na recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan and unpaid\ninterest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses;\n\n -158- \n\n \n\n*second*, as\na recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously\npaid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition of Principal\nDistribution Amount);\n\n*third*, to\nthe extent not previously so allocated pursuant to clause *first* or *second* above, as a recovery of accrued and unpaid interest\non such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of Default Interest) on such Mortgage\nLoan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over\n(ii) after taking into account any allocations pursuant to clause *fifth* below on earlier dates, the aggregate portion of the accrued\nand unpaid interest described in subclause (i) of this clause *third*that either (A) (x) was not advanced because of the reductions\n(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction\nAmounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance\nwould be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I\nAdvance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage\nLoan that would have occurred in connection with the related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate\non the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from\ntime to time and as to which no P&I Advance was made;\n\n*fourth*, to\nthe extent not previously so allocated pursuant to clause *first* or *second* above, as a recovery of principal of such Mortgage\nLoan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage\nLoan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);\n\n*fifth*, as\na recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions\n(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction\nAmounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made\nas a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any\nunpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance\nof such Mortgage 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 collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause *fifth*\non earlier dates);\n\n*sixth*, as\na recovery of amounts to be currently allocated to the payment of, or, to the extent required under the Mortgage Loan documents, escrowed\nfor the future\n\n -159- \n\n \n\npayment of, real estate taxes, assessments\nand insurance premiums and similar items relating to such Mortgage Loan;\n\n*seventh*, as\na recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;\n\n*eighth*, as\na recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;\n\n*ninth*, as\na recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;\n\n*tenth*, as\na recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;\n\n*eleventh*,\nas a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent\nfees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor\nConsulting Fees); and\n\n*twelfth*, as\na recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance.\n\nprovided that to the extent required\nunder the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage\nLoan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when\nthe LTV Ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial\nrelease (based solely on the value of real property and excluding personal property and going concern value, if any, unless otherwise\npermitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel provided to the Trustee) shall be collected and\nallocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions;\nprovided, further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a\nNon-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan\nshall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided,\nfurther, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related\nServiced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated\nto the related Serviced Mortgage Loan shall be subject to application as described above.\n\n(ii)              \nCollections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment\nof the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of any Serviced\nWhole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s), as applicable, pursuant to the\nrelated Intercreditor Agreement) shall be applied in the following order of priority:\n\n -160- \n\n \n\n*first*, as\na recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan\nand interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses of the\nTrust with respect to such Mortgage Loan;\n\n*second*, as\na recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously\npaid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal\nDistribution Amount);\n\n*third*, to\nthe extent not previously so allocated pursuant to clause *first* or *second* above, as a recovery of accrued and unpaid interest\non such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of Default Interest) on such Mortgage\nLoan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over\n(ii) after taking into account any allocations pursuant to clause *fifth*below or clause *fifth*of the prior paragraph on\nearlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause *third*that either\n(A) (x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have\noccurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced\ndue to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination\nof nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount\nof P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued\nat the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral\nDeficiency Amount in effect from time to time and as to which no P&I Advance was made;\n\n*fourth*, to\nthe extent not previously so allocated pursuant to clause *first* or *second* above, as a recovery of principal of such Mortgage\nLoan to the extent of its entire unpaid principal balance;\n\n*fifth*, as\na recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions\n(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction\nAmounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made\nas a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any\nunpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance\nof such Mortgage 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 collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause *fifth*\nor clause *fifth*of the prior paragraph on earlier dates);\n\n -161- \n\n \n\n*sixth*, as\na recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;\n\n*seventh*, as\na recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;\n\n*eighth*, as\na recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and\n\n*ninth*, as\na recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees\nand Operating Advisor Consulting Fees are due and owing, *first,* allocated to consent fees and *then,* allocated to Operating\nAdvisor Consulting Fees);\n\nprovided that if a Non-Serviced Mortgage\nLoan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the foregoing\namounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement\nand Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole\nLoan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related\nIntercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described\nabove.\n\n(iii)          \nNotwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions\nof payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,\nsuch amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance\nand Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan(s), as applicable,\nin accordance with Section 3.02(b)(ii) above.\n\n(c)              \nTo the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced\nCompanion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance\nand Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or Companion\nLoan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which Insurance\nand Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.\n\n(d)              \n[Reserved].\n\n(e)              \nWith respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit\nrelated to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall, to\nthe extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral\nand not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan(s), unless otherwise\n\n -162- \n\n \n\nrequired to do so pursuant to the applicable\nMortgage Loan documents, applicable law or court order.\n\n(f)               \nPromptly following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage\nLoan, promptly following receipt of notice in connection with the Servicing Shift Date, the Certificate Administrator shall send written\nnotice (in the form attached as Exhibit T) to the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer\n(with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee\nis the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer\nall amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,\ndocuments, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such\nNon-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The Master Servicer\nshall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account all amounts received\nwith respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.\n\nSection 3.03       \nCollection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The\nMaster Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow\nPayments received by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage\nLoan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held\nfor the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed\nto modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in\nServicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents,\nas applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be\nEligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from\na Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items;\n(ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors\nany sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by\napplicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master\nServicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the\nindebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty\nCharges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the\ntermination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall\npay or cause to be paid to the related Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms\nof the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required\nto remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If\n\n -163- \n\n \n\nallowed by the related Mortgage Loan documents\nand applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.\n\n(b)              \nThe Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master\nServicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan), and each related Serviced Companion\nLoan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments\nand other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect\nthereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the\nMaster Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced\nCompanion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment\nof such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing\nAdvances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings\nwith respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be\nso applied by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as allowed under the terms\nof the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan(s). Other than with respect to any Non-Serviced\nMortgage Loan, the Master Servicer shall service and administer any reserve accounts (including monitoring, maintaining or changing the\namounts of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan(s), as applicable,\nand the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion\nLoan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground\nrents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other\nMortgage Loans or Companion Loans, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent\nwith the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time\nthey first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged\nProperty for nonpayment of such items.\n\n(c)              \nIn accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each\nServiced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the\npayment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents\n(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the\nrelated Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed\nto pay such item on a timely basis, and provided, however, that the particular Advance would not, if made, constitute a\nNonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes and assessments,\nthe Master Servicer shall not be required to make such Advance until the later of (i) five (5) Business Days after the Master Servicer,\nthe Special Servicer, the Certificate Administrator or the Trustee, as\n\n -164- \n\n \n\nthe case may be, has received confirmation\nthat such item has not been paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect\nof such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business Days’\nwritten (facsimile or electronic) notice before the date on which the Master Servicer is requested to make any Servicing Advance with\nrespect to a given Specially Serviced Loan or REO Property; provided,\nhowever, that only two (2) Business Days’ written (facsimile\nor electronic) notice shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis; provided,\nfurther, that the Special Servicer shall not be entitled to make\nsuch a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per calendar\nmonth (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount of such\nServicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such Servicing\nAdvances to the ultimate payees. The Special Servicer shall have no obligation\nto make any Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special\nServicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request for\nreimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession regarding\nthe subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of the Master\nServicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing\nAdvances) made by the Special Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the\ndate made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made\nwithin five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available\nfunds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer\nof any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03,\nthe Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special\nServicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing\nAdvance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the\nMaster Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did.\nNotwithstanding the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the\nSpecial Servicer out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer\ndetermines in accordance with the Servicing Standard that such Servicing Advance, although not characterized by the Special Servicer as\na Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer\nin writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special\nServicer pursuant to Section 3.05 of this Agreement.\n\nAny request by the Special\nServicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested\nServicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination,\nprovided that the determination shall not be\n\n -165- \n\n \n\nbinding on the Master Servicer or Trustee.\nOn the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master\nServicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced\nLoan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer and the Trustee shall be entitled to conclusively rely on\nsuch a determination, but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability of the\nMaster Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance. If the\nSpecial Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing Advance is a\nNonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination that any remaining portion of\nany such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first\ninstance from related collections from the Mortgagors and further as provided in Section 3.05(a).\nNo costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable,\nground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s\ncalculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans or\nany related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage Loans or related Serviced Companion\nLoan, if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable\ncure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant\nto Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing\nAdvance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances\nin respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation\n(i) to make any Servicing Advances under this Agreement or (ii) make any determination that any Advance is a Nonrecoverable Advance.\n\nNotwithstanding anything\nto the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not\nbe required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from amounts\non deposit in the Collection Account (or any Companion Distribution Account maintained by a Companion Paying Agent, if applicable) (which\nshall be deemed *first* made from amounts distributable as principal and *then* from all other amounts comprising general collections)\nto pay for certain expenses set forth below notwithstanding that the Master Servicer (or Special Servicer, as applicable) has determined\nthat a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially\nServiced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure\nwould prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would\ncause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced\nCompanion Loan(s); provided that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance\nwith the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is\nin the best interest of the Certificateholders (and, if applicable, the\n\n -166- \n\n \n\nCompanion Holders), all as a collective whole\n(taking into account the subordinate or *pari passu* nature of any Companion Loans, as applicable). The Master Servicer or Trustee\nmay elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).\nThe parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated\nto make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall\nbe entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each case,\nany accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the applicable\nNon-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.\n\n(d)              \nIn connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained\nby the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special Servicer and then the\nMaster Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then on deposit in the Collection\nAccount interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such Servicing Advance from the date\nmade to, but not including, the date of reimbursement. Subject to Section 3.17(c), the Master Servicer shall reimburse itself,\nthe Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible after funds\navailable for such purpose are deposited in the Collection Account (or any Companion Distribution Account maintained by the Companion\nPaying Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options and rights to defer recovery of such\namounts as provided herein; provided, however, that such Master Servicer’s or Trustee’s options and rights to\ndefer recovery of such amounts shall not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding\nServicing Advance as provided for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect\nto the related Companion Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the\nServicing Standard to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain\nany reimbursement available from the holder of the related Companion Loan.\n\n(e)              \nTo the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage\nLoan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof\nwithin a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed.\nTo the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the\nterms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written\nconfirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date as of which such\naction or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail to promptly respond\nto any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure to the Special Servicer\nwithin a reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.\n\n -167- \n\n \n\nSection 3.04       \nThe Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,\nthe Companion Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account.\n(a)  The Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account\nin which the Master Servicer shall deposit or cause to be deposited and in no event later than the second Business Day following receipt\nof properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except\nas otherwise specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to\nthe Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or\nbefore the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee\nand other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or\npayments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:\n\n(i)                               all payments\non account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion Loans;\n\n(ii)                            all payments\non account of interest on the Mortgage Loans or the Serviced Companion Loans, including Prepayment Premiums, Yield Maintenance Charges\nand Default Interest;\n\n(iii)                         late payment\ncharges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the Trust (other than\nSpecial Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);\n\n(iv)                        all Insurance\nand Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds) received\nin respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are received\nin connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class, or\nthe Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be\ndeposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are\nreceived in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related Mortgage\nLoan Seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances\nin respect of the related Mortgage Loans;\n\n(v)                           any amounts\nrequired to be transferred from the REO Account pursuant to Section 3.14(c);\n\n(vi)                        any amounts\nrequired to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect\nto Permitted Investments of funds held in the Collection Account; and\n\n -168- \n\n \n\n(vii)                     any amounts\nrequired to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with\nlosses resulting from a deductible clause in a blanket hazard or master single interest policy.\n\nNotwithstanding the foregoing\nrequirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized\nto withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately\npay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with the\nterms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.\n\nThe foregoing requirements\nfor deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the\nforegoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands, assumption\nfees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient funds or other\namounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation need not be deposited\nby the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection Account any amount not required\nto be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.\nAssumption, extension and Modification Fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered\nto the Special Servicer as additional servicing compensation.\n\nUpon receipt of any of the\nforegoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer\nshall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance with\nthis Section 3.04(a); provided, that to the extent that any of the foregoing amounts are received after 2:00 p.m. (Eastern\nTime) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business\nDay of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2)\nBusiness Days of receipt of such amounts. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited\nby the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant to\nSection 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer\nshall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to\nthe Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance\nwith the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master Servicer shall be located\nat the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master Servicer shall give written notice to\nthe Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior\nto any change thereof.\n\n -169- \n\n \n\nFor purposes of determining\namounts to be deposited in the Collection Account in respect of the related Mortgage Loan, the Master Servicer shall determine the allocation\nof such amounts in accordance with the related Intercreditor Agreement.\n\n(b)              \nThe Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution\nAccount, the Interest Reserve Account in trust for the benefit of the Certificateholders, (ii) the Gain-on-Sale Reserve Account\nin trust for the benefit of the Certificateholders and the Trustee as Holder of the Lower-Tier Regular Interests, and (iii) the\nUpper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders. The Master Servicer shall deliver to the\nCertificate Administrator each month on or before the P&I Advance Date therein, for deposit in the Lower-Tier REMIC Distribution\nAccount, that portion of the Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B),\n(a)(iv), (c) and (d) of the definition of Available Funds) for the related Distribution Date. For the avoidance of\ndoubt, so long as Computershare Trust Company, National Association is the Certificate Administrator, all funds held in the Distribution\nAccount and the Interest Reserve Account shall remain uninvested.\n\nWith respect to each Companion\nLoan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion Distribution\nAccount, which may be another account, a subaccount or written ledger for distributions to each Companion Holder, (all of which shall\nbe an Eligible Account and of (1) the Collection Account, (2) if the Master Servicer is also the Other Servicer with respect to a related\nServiced Companion Loan, the collection account established under the Other Pooling and Servicing Agreement 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)\nto be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s\nreceipt of properly identified and available funds (to the extent consistent with the related Intercreditor Agreement), deposit in the\nCompanion Distribution Account any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement\nor the applicable Intercreditor Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall\nseparately track for each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer\nshall deliver to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution\nAccount, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to\nthe extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms of this Agreement\nand the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances relating to\nthe Serviced Companion Loans that have been deposited into an Other Securitization: (1) on or prior to each Serviced Whole Loan Remittance\nDate, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount equal to all\npayments and/or collections actually received on, the Serviced Companion Loan prior to such dates or due the Serviced Companion Loan Holder,\nand deposit such amounts into the Companion Loan Distribution Account; provided, however, that in no event shall the Master\nServicer be required to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or at the\ndirection of\n\n -170- \n\n \n\nany party to this Agreement under the other\nprovisions of this Agreement and/or the related Intercreditor Agreement; and (2) on each Serviced Whole Loan Remittance Date, the Companion\nPaying Agent shall make the payments and remittance described in Section 4.01(k), which payments and remittance shall be made,\nin each case, on the Serviced Whole Loan Remittance Date. With respect to any\nServiced Whole Loan, in the event the Master Servicer has received written notice that an Other Servicer or Other Trustee has made an\nadvance of a monthly debt service payment on a related Serviced Pari Passu Companion Loan and the Master Servicer subsequently has received\nlate collections in respect of such advanced payment, the Master Servicer shall remit to the applicable Other Servicer or Other Trustee,\nwithin two (2) Business Days following receipt of such late collections in properly identified and available funds, the amount allocable\nto such Serviced Pari Passu Companion Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.\n\nThe Lower-Tier REMIC\nDistribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account,\nmay be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.\n\nIn addition to the amounts\nrequired to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer\nshall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:\n\n(i)                               any amounts\nrequired to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other than\nthe portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment Interest\nShortfalls;\n\n(ii)                            any P&I\nAdvances required to be made by the Master Servicer in accordance with Section 4.03;\n\n(iii)                         any Liquidation\nProceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R\nCertificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01\n(exclusive of that portion thereof required to be deposited in the Collection Account pursuant to Section 9.01);\n\n(iv)                        any Prepayment\nPremiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and\n\n(v)                           any other\namounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of this Agreement.\n\nIf, as of the close of business\n(New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)\nthrough (v) are 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 amounts required to be deposited therein pursuant to the provisions\nof this Agreement (including any P&I Advance\n\n -171- \n\n \n\nwith respect to the Mortgage Loans, pursuant\nto Section 4.03(a)), the Master Servicer shall pay the Certificate\nAdministrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made (without\nregard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment is received\nby the Certificate Administrator.\n\nThe Certificate Administrator\nshall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account, any and all amounts received by the Certificate Administrator\nthat are required by the terms of this Agreement to be deposited therein.\n\nPromptly on each Distribution\nDate, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the\nUpper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution\nAmount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the\nLower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.\n\nFunds on deposit in the Interest\nReserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account or the Gain-on-Sale Reserve\nAccount, shall not be invested for so long as Computershare Trust Company, National Association is the Certificate Administrator; provided,\nhowever, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator\n(but only if the Certificate Administrator is not Computershare Trust Company, National Association) in Permitted Investments selected\nby the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution\nDate which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment\nshall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by\nthe Certificate Administrator, shall be made in the name of “Computershare Trust Company, National Association, as Certificate Administrator,\nfor the benefit of Computershare Trust Company, National Association, as Trustee for the benefit of the Holders of the BBCMS Mortgage\nTrust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42 as their interests may appear”, or in the name\nof any successor trustee, as Trustee for the benefit of the Holders of the BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5C42 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or\nthe Special Servicer shall be liable for any loss incurred on such Permitted Investments.\n\nAn amount equal to all income\nand gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject\nto its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the\naccount of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments)\nin the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits\nin or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto,\nit may at any time\n\n -172- \n\n \n\nwithdraw such amount or retransfer such amount\nfrom the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.\n\nOn the Closing Date, the\nDepositor shall deposit $180,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the\nLegal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2026, upon receipt by the Certificate Administrator\nfrom the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay such legal invoice\nfrom and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall be sent by email to\n*CCTCMBSBondAdmin@computershare.com*, along with a copy of the invoice, and a subject line reference of “BBCMS 2026-5C42 -\nLegal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund, either Trust REMIC. The Depositor\nwill be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income\nearned therefrom.\n\nUpon the depletion of the\nLegal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,\nand thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall have no\nresponsibility in connection therewith.\n\nThe Certificate Administrator\nshall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution\nDate, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance\nwith directions provided by the Depositor.\n\nAs of the Closing Date, the\nInterest Reserve Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier REMIC Distribution Account shall be located\nat the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicer and\nthe Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier\nREMIC Distribution Account, and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.\n\nFor the avoidance of doubt,\nthe Collection Account (other than the Companion Distribution Account, if it is a sub-account of the Collection Account), the Lower-Tier\nREMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve Account\n(including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Companion\nDistribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders;\nand the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will be\nowned by the Upper-Tier REMIC, each for federal income tax purposes.\n\n(c)              \n[Reserved].\n\n(d)              \n[Reserved].\n\n(e)              \nThe Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale\nProceeds) and maintain the\n\n -173- \n\n \n\nGain-on-Sale Reserve Account for the\nbenefit of the Certificateholders. The Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount\nof an Eligible Account), separate and apart from trust funds for mortgage pass-through certificates of other series administered by\nthe Certificate Administrator.\n\nUpon the disposition of any\nREO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale\nProceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master Servicer\n(along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Servicer Realized Loss Template) who shall then remit\nsuch funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition that\nis allocable to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted by the\nSpecial Servicer to the Companion Paying Agent for deposit into the Companion Distribution Account.\n\n(f)               \nAny Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced\nPSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.\n\n(g)              \n[Reserved].\n\n(h)              \n[Reserved].\n\n(i)                \nIf any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)\nof this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve\nFund”) to be held for the benefit of the Certificateholders, 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 of an Eligible Account. The Special Servicer\nshall, within two (2) Business Days of receipt of properly identified and available Loss of Value Payments, deposit in the Loss of Value\nReserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall, based upon information obtained from the\nCREFC® reports delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund\nas an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of either Trust REMIC.\nFurthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve\nFund through the Collection Account to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts\npaid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such\nMortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial\nowner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.\n\nSection 3.05       \nPermitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a)  The\nMaster Servicer shall, from time to time, make withdrawals from the Collection Account (or the applicable subaccount\n\n -174- \n\n \n\nof the Collection Account) for any of the following\npurposes (the following not being an order of priority and without duplication of the same payment or reimbursement):\n\n(i)                               (A) no\nlater than 4:00 p.m., New York City time, on or before each P&I Advance Date, to remit to the Certificate Administrator for\ndeposit in the Lower-Tier REMIC Distribution Account the amounts required to be remitted by the Master Servicer pursuant to the first\nparagraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a);\nand (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit\nin the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;\n\n(ii)                            (A) to\npay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank, National Association\nif Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer, any such interest pursuant to\nSection 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO Loan,\nas applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect\nto any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received\non or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance\nand Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation\nProceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees,\nLiquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense\nincurred by the Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid\n*first*, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the\nrelated Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall\nbe made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, *pro\nrata* and *pari passu*, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance\nwith their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, *first*, from the related\nAB Subordinate Companion Loan, as applicable, and *then*, *pro rata* and *pari passu*, from the related Serviced Mortgage\nLoan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the\nrelated Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)) and *then* out of general collections on the Mortgage\nLoans and REO Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees\nin respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than any related Companion Loan), as applicable,\nthe Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)\nwith respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than any related Companion Loan), as\napplicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the\n\n -175- \n\n \n\nform of payments, P&I Advances (solely\nwith respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO\nLoan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery\nof interest thereon, and (D) to pay the Asset Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect\nof each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i) any related Companion Loan and (ii) any\nNon-Serviced Mortgage Loan), as applicable, the Asset Representations Reviewer’s right to payment of the Asset Representations Reviewer\nFee pursuant to this clause (ii)(D)(1) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case,\nother than (i) any related Companion Loan and (ii) any Non-Serviced\nMortgage Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments,\nP&I Advances, Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form\nof REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, or\n(2) (to the extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in\nconnection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;\n\n(iii)                         to reimburse\nthe Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s or the Trustee’s\nright to reimbursement pursuant to this clause (iii) being limited to amounts received which represent Late Collections\nof interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans with respect to which\nP&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I Advances shall be\nmade only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts collected with respect to\nany related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not\nlimit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the\nrelated Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan) prior to reimbursement from\nother funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such\nP&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance\nshall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general\ncollections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to\ntime that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided,\nfurther, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)\nbelow;\n\n(iv)                        to reimburse\nthe Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the Master Servicer’s,\nthe Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv) with\nrespect to any Mortgage Loan (other than a Non-Serviced Mortgage\n\n -176- \n\n \n\nLoan) or any related Companion Loan or\nany REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO\nRevenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made,\nsubject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, *pro rata*\nand *pari passu*, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with\ntheir respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, *first*, from the related AB Subordinate\nCompanion Loan and *then*, *pro rata* and *pari passu*, from the related Serviced Mortgage Loan and the related Serviced\nPari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan\nand Serviced Pari Passu Companion Loan(s) (provided that, with respect to any Serviced AB Subordinate Companion Loan, the foregoing\nshall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect\nto the related Whole Loan are allocated to the related Serviced Mortgage Loan and Serviced AB Subordinate Companion Loan)), prior to reimbursement\nfrom other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan; provided,\nhowever, that if such Servicing Advance becomes a Workout-Delayed\nReimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to\nreimbursement for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans\nand REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the\nextent provided in clause (v) below; provided,\nfurther, that if such Advance becomes a Nonrecoverable Advance,\nthen such Advance shall be reimbursable pursuant to clause (v)\nbelow;\n\n(v)                           to\nreimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances *first*,\nout of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and\nany related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect thereto),\n*then*, out of the principal portion of general collections on the Mortgage Loans and REO Properties, *then*, to the extent\nthe principal portion of general collections is insufficient and with respect to such excess only, subject to any exercise of the sole\noption to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and\nREO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on\nthe Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; provided that, in case of such\nreimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the\nterms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and *pari passu*,\nfrom the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated\nPrincipal Balances, or (ii) with respect to a Serviced AB Whole Loan, *first*, from the related AB Subordinate Companion\nLoan, and *then*, *pro rata* and *pari passu*, from the related Serviced Mortgage Loan and the related Serviced Pari Passu\nCompanion Loan(s) (if any), in accordance with\n\n -177- \n\n \n\nthe respective Stated Principal Balances\nof the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s). and\nprovided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a\nServiced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior\nto reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,\nfurther, that with respect to a Serviced Mortgage Loan, reimbursement\nof Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected\nwith respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan(s)),\nin accordance with the terms of the related Intercreditor Agreement (provided that, with respect to any AB Whole Loan, the foregoing\nwith respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of\nthe related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan, are allocated to\nthe related Serviced Mortgage Loan and Serviced AB Subordinate Companion Loan, prior to reimbursement from other funds unrelated to such\nServiced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any\nMortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance\nwith clause (ii) above following a Final Recovery Determination\nmade with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection\ntherewith;\n\n(vi)                        at such\ntime as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related securitization\ntrust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any such P&I\nAdvance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause  (iii) or clause  (v)\nabove, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon in\naccordance with Sections  4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such\nServicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)\nabove, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued\nand payable thereon in accordance with Section 3.03(d) and Section 3.11(d) or (c) any Nonrecoverable Advances\npursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as\nthe case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement,\ninterest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced\nCompanion Loan, and interest on Servicing Advances on any Serviced Whole Loan shall be paid (i) with respect to a Serviced Pari\nPassu Whole Loan, *pro rata* and *pari passu*, out of collections on the related Serviced Pari Passu Mortgage Loan and Serviced\nPari Passu Companion Loan(s) in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced\nAB Whole Loan, *first*, out of collections on the related AB Subordinate Companion Loan and *then*, *pro rata* and *pari\npassu*, out of collections on the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in\naccordance with the respective Stated Principal Balances\n\n -178- \n\n \n\nof the related Serviced Mortgage Loan\nand Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall\nnot limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to\nthe related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);\n\n(vii)                     to reimburse\nitself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed expenses reasonably\nincurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable\nMortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 5 of the applicable Mortgage Loan Purchase Agreement,\nincluding, without limitation, any expenses arising out of the performance of its duties under Section 2.02 and/or Section 2.03\nof this Agreement or out of the enforcement of the repurchase or substitution obligation or any other obligation of the Mortgage\nLoan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to any Mortgage\nLoan, being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount paid with respect\nto such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition of Purchase Price;\n\n(viii)                  in accordance\nwith Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, *first*, out of Liquidation\nProceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and *then* out of\ngeneral collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person in connection\nwith the performance of its duties under Section 2.02 and/or Section 2.03 of this Agreement or in connection with\nthe enforcement of the applicable Mortgage Loan Seller’s obligations under Section 5 of the applicable Mortgage Loan Purchase\nAgreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise;\nprovided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above\nrelating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with\nrespect to a Serviced Pari Passu Whole Loan, *pro rata* and *pari passu*, from the related Serviced Pari Passu Mortgage Loan\nand Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with respect to\na Serviced AB Whole Loan, *first*, from the related AB Subordinate Companion Loan, and *then*, *pro rata* and *pari\npassu*, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with\nthe respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided\nthat, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related\nIntercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced\nMortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the\nMortgage Loans;\n\n -179- \n\n \n\n(ix)                          to pay\nfor costs and expenses incurred by the Trust pursuant to Section 3.09(c) *first*, out of REO Revenues, Liquidation\nProceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and *then*out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement relating\nto a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with\nrespect to a Serviced Pari Passu Whole Loan, *pro rata* and *pari passu*, from the related Serviced Pari Passu Mortgage Loan\nand Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with respect to\na Serviced AB Whole Loan, *first*, from the related AB Subordinate Companion Loan (if any) and *then*, *pro rata* and\n*pari passu*, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance\nwith the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided\nthat, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related\nIntercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced\nMortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the\nMortgage Loan;\n\n(x)                             to pay itself,\nas additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment\nincome earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account\nas provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account\nand the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I Advance\nDate related to such Distribution Date), (2) Penalty Charges (other than Penalty Charges accrued while the related Mortgage Loan\nand any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the related Mortgagor and\nto the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan\nhave been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other\nthan Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d) and (3) the difference, if\npositive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced\nMortgage Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating\nInterest Payments; and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c),\nPenalty Charges accrued while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan (but only\nto the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related\nSpecially Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred\nby the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));\n\n(xi)                          to recoup\nany amounts deposited in the Collection Account in error;\n\n -180- \n\n \n\n(xii)                       to pay\nitself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective directors,\nofficers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections, any amounts\npayable to any such Person pursuant to Section 3.11(g), Section 3.18(i), Section 6.04(a) or\nSection 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable\nto CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor\nAgreement (i) with respect to a Serviced Pari Passu Whole Loan, *pro rata* and *pari passu*, from the related Serviced\nPari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with\nrespect to a Serviced AB Whole Loan, *first*, from the related AB Subordinate Companion Loan (if any), and *then*, *pro rata*and *pari passu*, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in\naccordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)\n(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms\nof the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to\nthe related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections\nwith respect to the Mortgage Loans;\n\n(xiii)                    to pay\nfor (a) the cost of the Opinions of Counsel contemplated by Sections  3.09(b), 3.14(a), 3.15(b), Section 3.18(b)(b),\n3.18(c), 3.18(g) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any Opinion of\nCounsel contemplated by Sections  13.01(a) or Section 13.01(c) in connection with an amendment to this Agreement\nrequested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders\nand (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of\nsuch reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor\nAgreement (i) with respect to the related Serviced Pari Passu Whole Loan, *pro rata* and *pari passu*, from the related\nServiced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances\nor (ii) with respect to a Serviced AB Whole Loan, *first*, from the related AB Subordinate Companion Loan (if any), and *then*,\n*pro rata* and *pari passu*, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s)\n(if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion\nLoan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the\nterms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated\nto the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections\nwith respect to the Mortgage Loans;\n\n(xiv)                   to pay\nout of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed on either\nTrust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the\n\n -181- \n\n \n\nextent that none of the Master Servicer,\nthe Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to Section 10.01(g);\n\n(xv)                      to reimburse\nthe Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred by and reimbursable\nto it by the Trust pursuant to Section 10.01(c);\n\n(xvi)                   to pay\nthe applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by such Person\npursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;\nor, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section 2.03(b), to\npay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent to the date of substitution,\nand with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month\nof substitution, in accordance with Section 2.03(b);\n\n(xvii)                to remit\nto the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the Interest Reserve\nAccount pursuant to Section 3.21;\n\n(xviii)             to reimburse\nthe Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to Section 3.26(i);\n\n(xix)                     [Reserved];\n\n(xx)                        to remit\nto the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant to Section 3.04(b)\nwithout duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;\n\n(xxi)                     to clear\nand terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and\n\n(xxii)                  to pay\nfor any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).\n\nThe Master Servicer shall\nalso be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement\nof amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the\napplicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party to the applicable\nNon-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement\nand the applicable Non-Serviced PSA.\n\nThe Master Servicer shall\nkeep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose\nof justifying any withdrawal from the Collection Account.\n\n -182- \n\n \n\nThe Master Servicer shall\npay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer from\nthe Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a written statement from an officer of such\nparty describing the item and amount to which such party is entitled. The Master Servicer may rely conclusively on any such statement\nand shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting\nfor each Specially Serviced Loan and REO Loan, on a loan-by-loan basis and, when appropriate, on a property-by-property\nbasis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written statement\nis required for a payment of Special Servicing Fees or Workout Fees arising from collections other than the initial collection on a Corrected\nLoan.\n\nNotwithstanding anything\nto the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,\nthe Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out of general\ncollections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable\nto the related Companion Loan(s), as applicable.\n\n(b)            \nThe Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any\nof the following purposes (the following not being an order of priority):\n\n(i)                               to be deemed\nto make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment\nPremiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution\nAccount, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);\n\n(ii)                            to pay\nto the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts\npayable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);\n\n(iii)                         to pay\nthe Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated\nby Section 8.05(a) with respect to the Mortgage Loans;\n\n(iv)                        to pay\nfor the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as provided\nin clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,\nthe Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the Trustee or the Certificate\nAdministrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust\nFund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f)\nor Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,\nthe Master Servicer or the Special Servicer as\n\n -183- \n\n \n\ncontemplated by Section 13.01(a)\nor Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator,\nwhich amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to\nSection 13.01(g);\n\n(v)                           to pay any\nand all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions\nof any such Trust REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,\nthe REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);\n\n(vi)                        to pay\nthe REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier\nREMIC or the Upper-Tier REMIC;\n\n(vii)                     to pay\nto the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited therein;\nand\n\n(viii)                  to clear\nand terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.\n\n(c)              \n[Reserved].\n\n(d)              \nThe Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account\nfor any of the following purposes:\n\n(i)               \nto make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect\nof the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and\n\n(ii)                            to clear\nand terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.\n\n(e)              \n[Reserved].\n\n(f)               \nNotwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection\nAccount and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),\nthe Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)\nand (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under\nSection 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)\nand in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient\nto pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of such\nfees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances and interest\nthereon listed in Sections  3.05(a)(iii), (a) (iv), (a) (v) and (a)(vi), then reimbursements shall be\npaid *first* to the Certificate Administrator and to the\n\n -184- \n\n \n\nTrustee, *pro rata*, *second* to\nthe Special Servicer, *third* to the Master Servicer and *then* to the Operating Advisor.\n\n(g)              \nIf any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related\nServiced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (such written direction\nto be provided if the Special Servicer provided the Master Servicer with notice of deposit of such Loss of Value Payment into the Loss\nof Value Reserve Fund) (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided\nnotice to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate\nAdministrator shall have provided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such\nfinal Distribution Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund\nto the Master Servicer for deposit into the Collection Account for the following purposes:\n\n(i)                                to\nreimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,\nfor any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with\nany interest on such Advances);\n\n(ii)                             to\npay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense\nor Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss\nof Value Payments, would constitute an additional expense of the Trust;\n\n(iii)                          to\noffset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as calculated\nwithout regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor\nREO Loan;\n\n(iv)                         following\nthe occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers\nfrom the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses  (i) through\n(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses  (i) through\n(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and\n\n(v)                             On\nthe final Distribution Date after all distributions have been made as set forth in clauses  (i) through (iv) above,\nto each Mortgage Loan Seller, its *pro rata* share, based on the amount that it contributed, net of any amount contributed by such\nMortgage Loan Seller that was used pursuant to clauses  (i) through (iii) to offset any portion of Realized Losses\nthat are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable\nAdvances incurred with respect to the Mortgage Loan related to such contribution.\n\n(h)              \nAny Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i) through (g)(iii)\nof the prior paragraph shall be treated as Liquidation\n\n -185- \n\n \n\nProceeds received by the Trust in respect of\nthe related Mortgage Loan or any successor REO Loan with respect thereto for which such Loss of Value Payments were received; and any\nLoss of Value Payments transferred to the Collection Account pursuant to clause (g)(iv)\nof the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or REO Loan\nfor which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (g)(i)\nthrough (g)(iv) of the prior paragraph.\n\n(i)                \nThe Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions\npursuant to Section 4.01(k).\n\nSection 3.06       \nInvestment of Funds in the Collection Account, the REO Account and the Loss of Value Reserve Fund. (a)  The\nMaster Servicer may direct any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing\nAccount (for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any\ndepository institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06,\nan “Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held therein,\nonly in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no\nlater than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account\npursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no\nlater than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution\nmaintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any\nfunds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf\nof the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection\nAccount, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in\nthe case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf\nof the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion\nDistribution Account, the Servicing Accounts, Loss of Value Reserve Fund or REO Account, as applicable, that is either (i) a “certificated\nsecurity,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the\nUCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the UCC or any\nother applicable law. In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning\nof Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken\nsuch action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event\namounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer\n(in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer)\nor the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the\nSpecial Servicer) shall:\n\n -186- \n\n \n\n(i)                               consistent\nwith any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise\nmature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required\nto be withdrawn on such date; and\n\n(ii)                           demand\npayment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate Administrator\nor the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter\non deposit in the Investment Account.\n\n(b)              \nInterest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any\nServicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such\naccount for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current\nDistribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts)\nnot required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance\nwith Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited\nin the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the\nNet Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including\nthe immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject\nto its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted\nInvestment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to any Net Investment Earnings\nhereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit in any of the Collection Account,\nthe Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the\ncase of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer),\nthe Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special\nServicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment\nLoss, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I\nAdvance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall\nbe required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the\ninsolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such\ndepository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such\ninvestment was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer\nor the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth in the\ndefinition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).\n\n -187- \n\n \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 Master Servicer may and, upon\nthe request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may\nbe appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.\n\nSection 3.07       \nMaintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The\nMaster Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan)\nshall use its efforts consistent with the Servicing Standard to cause each Mortgagor to maintain (other than with respect to a Non-Serviced\nMortgage Loan), and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain,\nto the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage\nLoan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except\nas provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable) or if the Trustee does not have\nan insurable interest. If the Mortgagor does not so maintain such insurance coverage or the Mortgaged Property is an REO Property, subject\nto its recoverability determination with respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage\nLoans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to\nREO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as are consistent with the Servicing\nStandard taking into account the insurance in place at the origination of the Mortgage Loan, but only in the event the Trustee has an\ninsurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available,\ncan be obtained at commercially reasonable rates, as determined (x)(i) prior to the occurrence and continuance of any Control Termination\nEvent and (ii) other than (x) with respect to any Excluded Loan, any determination that such insurance coverage is not available\nor not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder and (y) with respect\nto any Specially Serviced Loan that is not an Excluded Loan, after consultation by the Special Servicer with the Risk Retention Consultation\nParty (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,\nwith the consent of the related AB Whole Loan Controlling Holder) except to the extent that the failure of the related Mortgagor to do\nso is an Acceptable Insurance Default as determined by the Special Servicer; provided, however, that if any Mortgage permits\nthe holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer\nor, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements\nas are consistent with the Servicing Standard taking into account the insurance in place at the origination of the Mortgage Loan; provided,\nfurther, that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use efforts consistent\nwith the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from\nterrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default as determined by the Special Servicer\n((x) (i) unless a Control Termination Event has occurred and is continuing and (ii) other than with respect to any Excluded\nLoan (with respect to the Directing Certificateholder) with the consent of the Directing\n\n -188- \n\n \n\nCertificateholder, (y) with respect to any\nSpecially Serviced Loan that is not an Excluded Loan, after consultation by the Special Servicer with the Risk Retention Consultation\nParty or, (z) prior to the occurrence and continuance of an AB Control Appraisal Period, the related\nAB Whole Loan Controlling Holder) and only in the event the Trustee has an insurable interest therein and such insurance is available\nto the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates. The\nMaster Servicer and Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in\ndetermining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs\nof such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph,\nthe Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage\nthan was previously required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((x) (i) prior\nto the occurrence and continuance of a Control Termination Event and (ii) (other than with respect to any Excluded Loan) with the\nconsent of the Directing Certificateholder, (y) with respect to any Specially Serviced Loan that is not an Excluded Loan, after consultation\nby the Special Servicer with the Risk Retention Consultation Party or, (z) prior to the occurrence and continuance of an AB Control Appraisal\nPeriod, the related AB Whole Loan Controlling Holder, as applicable) that such insurance is not available at commercially reasonable rates\nor that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the\nSpecial Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain\na “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance\nmaintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other\nthan REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties),\n(ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage\nin an amount not less than the lesser of (x) the full replacement cost of the improvements securing the Mortgaged Property or the\nREO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related\nServiced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance\nprovisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted\nunder the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party\n(except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject\nto the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable\nlaw to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such Insurance Policies\n(other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released\nto the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents)\nshall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the\nMaster Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan)\n(other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so,\nshall be advanced by the\n\n -189- \n\n \n\nMaster Servicer as a Servicing Advance (so\nlong as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall\ninstead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating\nmonthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion\nLoan(s) (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan(s) so permit. Any cost incurred by the\nSpecial Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out\nof the related REO Account pursuant to Section 3.14(c) or, if the\namount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would\nnot be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the\nCollection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a\nsingle “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain,\nand will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance\nwas required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available\nat commercially reasonable rates.\n\nNotwithstanding the foregoing,\nwith respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require\nthe Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain\nprovisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage\nLoan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master\nServicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the Insurance\nPolicies for the related Mortgaged Property contain Additional Exclusions (provided, that the Master Servicer and the Special Servicer\nshall be entitled to conclusively rely upon certificates of insurance in determining whether such policies contain Additional Exclusions),\n(B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation\nas to its reasons for failing to purchase such insurance and (C) if the related Mortgage Loan is a Specially Serviced Loan, notify\nthe Special Servicer if it has knowledge that any Insurance Policy for a Mortgaged Property contains Additional Exclusions or if it has\nknowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A)\nand (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to\nclause (B) above. In addition, upon the written request of the Risk Retention Consultation Party with respect to any individual\ntriggering event, the Special Servicer shall consult on a non-binding basis pursuant to Section 6.08 with the Risk Retention\nConsultation Party (provided, that the related Mortgage Loan is not an Excluded Loan as to such party and, prior to the occurrence\nand continuance of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan) within the same\ntime period as it would obtain consent of, or consult with, the Directing Certificateholder in connection with any such determination\nby the Special Servicer of an Acceptable Insurance Default. If the Special Servicer determines in accordance with the Servicing Standard\nthat such failure is not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer\nshall use efforts consistent with the\n\n -190- \n\n \n\nServicing Standard to cause such insurance\nto be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making such\ndeterminations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining\nwhether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5\nInformation Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of\nthe ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise\nmore than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the\nSpecial Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder, the\nRisk Retention Consultation Party or the related AB Whole Loan Controlling Holder, as applicable, neither the Master Servicer nor the\nSpecial Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain such insurance and will not be\nin default of its obligations as a result of such failure.\n\n(b)              \n(i)  The Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property\n(other than with respect to a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and the\nTrustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements\non the REO Property, and (2) the outstanding principal balance owing on the REO Loan, and in any event, the amount necessary to avoid\nthe operation of any co-insurance provisions. If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance\nPolicy with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion\nLoan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property),\nas the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection\nequivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to\nhave satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.\nSuch Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall\nnot have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements\nof Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy, promptly\ndeposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered under the individual\npolicy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent that any such deductible\nexceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced Companion Loan), or in the\nabsence of such deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In connection with its\nactivities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare\nand present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely fashion\nin accordance with the terms of such policy. The Special Servicer, to the extent consistent with the Servicing Standard, may maintain,\nearthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is\navailable at commercially reasonable rates, the cost of which shall be a Servicing Advance.\n\n -191- \n\n \n\n(ii)                            If the\nMaster Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single interest\nor force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf of the Trustee\nas the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required,\nthe Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause such insurance to\nbe maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer or the Special Servicer shall\ncause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed Insurance Policy, the incremental\ncosts of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable\nfor such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by the Master Servicer as a Servicing\nAdvance. Such master single interest or force-placed policy may contain a deductible clause, in which case the Master Servicer or\nthe Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property\na policy otherwise complying with the provisions of Section 3.07(a), and there shall have been one or more losses which\nwould have been covered by such policy had it been maintained, deposit into the Collection Account from its own funds the amount not\notherwise payable under the master single or force-placed interest policy because of such deductible clause, to the extent that any\nsuch deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion\nLoan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.\n\n(c)              \nEach of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect\nthroughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering\nlosses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions. Such\namount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or\nthe Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the\ncoverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special\nServicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur in their respective\nfidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be, and shall furnish to the\nTrustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force\nand effect.\n\n(d)              \nAt the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a\nNon-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),\nthe Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable\nlaw and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related Mortgagor shall\ndefault in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially reasonable rates\n(as determined by the Master\n\n -192- \n\n \n\nServicer in accordance with the Servicing Standard\nand to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent\nthe related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require\nsuch coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount\nequal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if\napplicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended,\nplus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing\nStandard. If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing\nAdvance for such costs.\n\n(e)              \nDuring all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in\na federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially\nreasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood Insurance Policy meeting the\nrequirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum\namount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage\nwith respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. The cost of any such flood insurance\nwith respect to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)\nor, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer to the Special Servicer as a Servicing Advance\nunless determined to be a Nonrecoverable Advance, and if determined to be a Nonrecoverable Advance, then the Master Servicer shall pay\nthe Special Servicer from the Collection Account in accordance with Section 3.05(a)(v).\n\n(f)               \nNotwithstanding anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit\naccount or claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate\nor remote parent), as applicable, is rated at least “A-” by S&P or “A-” by Fitch (if rated by Fitch),\nthe Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide\nself-insurance with respect to any of its obligations under this Section 3.07.\n\n(g)              \nEach of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full\nforce and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer\ncovering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.\n\nSection 3.08       \nEnforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As\nto each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision\nin the nature of a “due-on-sale” clause, which by its terms:\n\n -193- \n\n \n\n(i)                               provides\nthat such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the\nsale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor;\nor\n\n(ii)                            provides\nthat such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with any\nsuch sale or other transfer;\n\nthen, for so long as such\nMortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, on behalf of the Trustee\nas the mortgagee of record, shall determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it\nmay have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent\nto any sale or transfer, consistent with the Servicing Standard or (b) to waive any right to exercise such rights, provided that\nwith respect to such waiver of rights, (i) with respect to all Mortgage Loans other than any Excluded Loan with respect to the Directing\nCertificateholder or the holder of the majority of the Controlling Class, the Special Servicer shall, prior to itself taking such an action,\nobtain, (x) prior to the occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent) of the\nDirecting Certificateholder and (y) (1) if such Mortgage Loan is a Specially Serviced Loan or (2) a Consultation Termination Event has\noccurred and is continuing, consult with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08\n(or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the\nrelated AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement) (or (i) after the occurrence and during\nthe continuance of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than with respect to any\nExcluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, upon consultation\nwith the Directing Certificateholder pursuant to Section 6.08(a), which consent shall be deemed given ten (10) Business Days) (or,\nif the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after receipt (unless earlier objected\nto by the Directing Certificateholder) of the Special Servicer’s written analysis and recommendation with respect to such waiver\ntogether with such other information in the Special Servicer’s possession that is reasonably requested by the Directing Certificateholder,\nthe Operating Advisor or the Risk Retention Consultation Party (or, with respect to any Serviced AB Whole Loan, prior to the occurrence\nand continuance of a related AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent\nrequired under the Intercreditor Agreement) and (iii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than\nor equal to $35,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance\nof the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted\nor together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans\noutstanding (by Stated Principal Balance), the Special Servicer prior to consenting to any action, shall obtain, a Rating Agency Confirmation\nfrom each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal\nor qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such\nrating agency confirmation may be\n\n -194- \n\n \n\nconsidered satisfied in the same manner as\nany Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),\nprovided, however, that with respect to subclauses (y) and (z) of this subclause (iii), such\nMortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.\nNotwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event\nhas occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection\nwith the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,\nin respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.\n\nWith respect to any “due-on-sale”\nmatter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention\nConsultation Party or the holder of the majority of the VRR Interest upon request of the Risk Retention Consultation Party, the Special\nServicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence and\ncontinuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance\nof a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent of, or consult with,\nthe Directing Certificateholder with respect to such Major Decision.\n\nIn connection with any request\nfor a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating\nagencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing the related action,\nas applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package\nto the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)\nin accordance with Section 3.25 of this Agreement.\n\nIf any Mortgage Loan (other\nthan a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan\nmay be assumed or transferred without the consent of the mortgagee, then for so long as such Mortgage Loan or related Serviced Companion\nLoan is being serviced under this Agreement, (i) the Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect\nto all Mortgage Loans (other than a Non-Serviced Mortgage Loan) and related Serviced Companion Loans involving a Special Servicer Decision\nor Major Decision, shall determine in accordance with the Servicing Standard whether conditions to a transfer or assumption have been\nsatisfied, or (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to any Mortgage Loan if such\naction is not a Major Decision or Special Servicer Decision, shall make such determination with respect to whether such conditions have\nbeen satisfied.\n\n(b)              \nAs to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a\nprovision in the nature of a “due-on-encumbrance” clause that by its terms:\n\n -195- \n\n \n\n(i)                               provides\nthat such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the\ncreation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals\nof the Mortgagor; or\n\n(ii)                            requires\nthe consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or equity\ninterests in the Mortgagor or principals of the Mortgagor;\n\nthen, for so long as such Mortgage Loan (or\nrelated Serviced Companion Loan) is serviced under this Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee of\nrecord, shall determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect\nto such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation\nof any additional lien or other encumbrance, consistent with the Servicing Standard or (b) to waive its right to exercise such rights,\nprovided that (i) with respect to such waiver of rights and with respect to any Mortgage Loan other than an Excluded Loan with\nrespect to such party, the Special Servicer has obtained (x) prior to the occurrence and continuance of a Control Termination Event, the\nprior written consent (or deemed consent) of the Directing Certificateholder and (y) (1) if such Mortgage Loan is a Specially Serviced\nLoan or (2) a Consultation Termination Event has occurred and is continuing, consult with the Risk Retention Consultation Party if and\nto the extent required pursuant to Section 6.08 (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and\ncontinuance of a related AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor\nAgreement), which consent shall be deemed given ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer\nare affiliates, five (5) Business Days) after receipt by the Directing Certificateholder of the Special Servicer’s written analysis\nand recommendation with respect to such waiver or exercise of such rights together with such other information in the Special Servicer’s\npossession that is reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party (or, with respect\nto any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the related AB Whole\nLoan Controlling Holder, to the extent required under the Intercreditor Agreement), and (ii) the Special Servicer has obtained Rating\nAgency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the\ndowngrade, withdrawal or qualification of its then current ratings of any class of Serviced Companion Loan Securities (if any) (provided\nthat such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered\nsatisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance\nthat is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans, (B) has an LTV Ratio greater than\n85% (including any existing and proposed debt), (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based\nupon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of\nthe proposed additional lien), (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal\nBalance greater than $35,000,000; provided, however, that with respect to subclauses (A), (B), (C)\nand (D) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for\nsuch Rating Agency Confirmation requirement to apply. Notwithstanding\n\n -196- \n\n \n\nanything herein to the contrary, with respect\nto any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult\nwith the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and\nconsider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in\nSection 6.08 for consulting with the Operating Advisor.\n\nWith respect to any “due-on-encumbrance”\nmatter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention\nConsultation Party or the holder of the majority of the VRR Interest upon request of the Risk Retention Consultation Party, the Special\nServicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence and\ncontinuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance\nof a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent of, or consult with,\nthe Directing Certificateholder with respect to such Major Decision.\n\nIn connection with any request\nfor a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating\nagencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is processing the related action,\nas applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package\nto the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)\nin accordance with Section 3.25 of this Agreement.\n\nTo the extent permitted by\nthe related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)\nshall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs\nof obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer that is processing the related action, as\napplicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable\nAdvance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.\n\nIf any Mortgage Loan or related\nCompanion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee,\nthen for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, (i) the Special Servicer, on\nbehalf of the Trustee as the mortgagee of record, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan) involving\na Special Servicer Decision or Major Decision, shall determine whether conditions to further encumbrance have been satisfied (provided\nthat with respect to a Non-Specially Serviced Loan there is no lender discretion with respect to the satisfaction of such conditions),\nor (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Loans if\nsuch action is not a Major Decision or a Special Servicer Decision, shall make such determination with respect to whether such conditions\nhave been satisfied.\n\n -197- \n\n \n\nNothing in this Section 3.08\nshall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage\nLoan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect\nto such Mortgaged Property.\n\n(c)              \nExcept as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master\nServicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,\nas applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master\nServicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such\nwaivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)\nor (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,\nthe Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to\nthe 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the related\nServiced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or (b)\nand shall forward thereto a copy of such agreement.\n\nWith respect to any Mortgagor\nrequest or other action on a Non-Specially Serviced Loan for matters that are Major Decisions or Special Servicer Decisions, the Master\nServicer shall not agree to such modification, waiver, amendment, consent, request or other action without the prior written consent of\nthe Special Servicer. In connection with such consent, if the Master Servicer is processing such request or action, the Master Servicer\nshall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent, request\nor other action, along with the Master Servicer’s written recommendation and analysis, and all information in the Master Servicer’s\npossession that may be reasonably requested in order to grant or withhold such consent by the Special Servicer or the Directing Certificateholder\nor other Person with consent or consultation rights; provided that in the event that the Special Servicer does not respond within\nten (10) Business Days after receipt of such written notice and all such reasonably requested information, plus the time period provided\nto the Directing Certificateholder or other relevant party under this Agreement and, if applicable, any time period provided to a Companion\nHolder under a related Intercreditor Agreement, the Special Servicer’s consent to such modification, waiver, amendment, consent,\nrequest or other action shall be deemed granted.\n\n(d)              \n[Reserved].\n\n(e)              \nNotwithstanding any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under\nany “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without ((i) prior to the\noccurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the consent of the\nDirecting Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other\nthan with respect to any Excluded Loan), but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder\npursuant to Section 6.08. The Directing Certificateholder shall have ten (10) Business Days (or, if the Directing Certificateholder\nand the Special Servicer are affiliates, five\n\n -198- \n\n \n\n(5) Business Days) after receipt of notice\nalong with the Master Servicer’s (if applicable) and the Special Servicer’s recommendation and analysis with respect to such\nproposed waiver or proposed granting of consent and any additional information the Directing Certificateholder may reasonably request\nfrom the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause\nin which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice from\nthe Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have consented\nto such proposed waiver or consent).\n\n(f)               \nNotwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable\n(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) makes a determination\nunder Sections 3.08(a) or 3.08(b) that the applicable conditions in the related Mortgage Loan or Companion Loan documents,\nas applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable\nassumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage\nLoan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant”\nchange in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).\n\nSection 3.09       \nRealization Upon Defaulted Loans and Companion Loans. (a)  Upon\nan event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master\nServicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such\nnotice to the Special Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09,\nSection 3.24, subject to the Directing Certificateholders’ and the Risk Retention Consultation Party’s rights\npursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement\n(in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement,\nexercise reasonable efforts, consistent with the Servicing Standard, to, at any time, institute foreclosure proceedings, exercise any\npower of sale contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged\nProperty or comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other\nthan any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory\narrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released\nfrom the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged\nProperty shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing\nAdvance and expend funds toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion\nthat such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement\nto the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or Special Servicer\nhas not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.\nThe costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided\nthat, in each case,\n\n -199- \n\n \n\nsuch cost or expense would not, if incurred,\nconstitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09\nshall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged\nProperty at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the\nMaster Servicer or the Special Servicer in accordance with the Servicing Standard taking into account the factors described in Section 3.16(b)\nand the results of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent with the\nServicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing\nthe fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes\nof making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have\nan Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by\nthe Master Servicer as a Servicing Advance.\n\n(b)              \nThe Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:\n\n(i)                               such personal\nproperty is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer;\nor\n\n(ii)                            the Special\nServicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to\nthe effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion Loan) will not\ncause an Adverse REMIC Event.\n\n(c)              \nNotwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer\nnor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or\ntake any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders\nand/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or\nto be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,\nunless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously determined\nin accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an Independent\nPerson who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition of title or\nother action, that:\n\n(i)                               such 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 Certificateholders (and with respect to any Serviced Whole Loan, the related Companion\nHolders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take\nsuch actions as are necessary to bring such Mortgaged Property in compliance with such laws, and\n\n -200- \n\n \n\n(ii)                            there are\nno circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials for which\ninvestigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state\nor local law or regulation, or that, if any such Hazardous Materials are present for which such action could be required, after consultation\nwith an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced\nWhole Loan, the Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted\na single lender, to take such actions with respect to the affected Mortgaged Property.\n\nThe cost of any such Environmental\nAssessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action\ncontemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as\na Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case\nof a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection\nAccount, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise\npayable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall,\nexcept with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform\nsuch additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions\ndescribed in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially\nServiced Loans, the Master Servicer and, with respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced\nMortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by\nwhich any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions\nrequired under such policy) under each environmental Insurance Policy in effect and obtained on behalf of the mortgagee to receive the\nmaximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular\nInterests).\n\n(d)              \nIf (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions\nset forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied\nwith respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan,\nand (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 4\nof each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted\nLoan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as\nit deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby\nauthorized ((A) prior to the occurrence and continuance of a Control Termination Event (or with respect to any Serviced AB Whole\nLoan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance\nof a Control Termination Event) and (B) other than with respect to any Excluded Loan), with the consent of the Directing\n\n -201- \n\n \n\nCertificateholder and after consultation with\nthe Risk Retention Consultation Party at such time as it deems appropriate to release such Mortgaged Property from the lien of the related\nMortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior\nto the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified\nthe Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer, ((A) prior to the occurrence of a Consultation\nTermination Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder and (other than with respect\nto any Excluded Loan) the Risk Retention Consultation Party, in writing of its intention to so release such Mortgaged Property and the\nbases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention\nto so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)\nand (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates\nentitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30)\ndays of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond\nby the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating\nAgency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the\nTrust; provided that the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the\nextent permitted under the related Mortgage Loan documents.\n\n(e)              \nThe Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing\nCertificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan), the Master Servicer\nand the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property\nsecuring a Defaulted Loan or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c)\nabove has revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has\nnot been satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage\nLoan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.\n\n(f)               \nThe Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to\nthe IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported with\nrespect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall report to the IRS\nand the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via IRS Form 1099A\nor IRS Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment and foreclosure to the extent such information\nhas been provided to the Master Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report\nto the Trustee and the Certificate Administrator.\n\n(g)              \nThe Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance\nof an action to obtain a deficiency\n\n -202- \n\n \n\njudgment if the state in which the Mortgaged\nProperty is located and the terms of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.\n\n(h)              \nThe Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination\nin respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property\n(other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s\nCertificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Risk Retention Consultation\nParty (in each case, other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding\nP&I Advance Determination Date.\n\nSection 3.10       \nTrustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon\nthe payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special\nServicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master\nServicer or Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related\nMortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include\na statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited\nin the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been\nor will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the\nMaster Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall\nrelease the related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided that in the case of\nthe payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the\nCustodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction\nor deed of reconveyance shall be chargeable to the Collection Account.\n\n(b)              \nFrom time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage\nLoan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release\nsigned by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to\nthe Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to\nthe Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the\nSpecial Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion\nLoan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited\ninto the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a)\nhave been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released\nby the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being released\nupon termination of the Trust.\n\n -203- \n\n \n\n(c)              \nWithin seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer\nnotifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,\nrequests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property\nor to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related\nCompanion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note\nor Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation of all such documents\nand pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing\nOfficer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings\nare required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,\nexcept for the termination of such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required\nto review such documents for their sufficiency or enforceability.\n\n(d)              \nIf, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced\nPSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests\ndelivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release\nof such original Mortgage Note to such Non-Serviced Master Servicer or its designee.\n\nSection 3.11       \nServicing Compensation. (a)  As compensation for its\nactivities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced\nCompanion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced\nLoans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As\nto each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall\nbe computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in\nthe same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with\nany partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion\nLoan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan\nshall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part\nof a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such\nLiquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur.\nThe Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion\nLoan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer\nshall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of\nrelated payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as\n\n -204- \n\n \n\nrecoveries of interest, to the extent permitted\nby Section 3.05(a). Except as set forth in the next two sentences,\nthe third paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c),\nthe right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the\nMaster Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to\neach Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of\nsuch Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.\n\nThe Master Servicer shall\nbe entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional\nservicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent\ncollected from the related Mortgagor: (i) 100% of any defeasance fees actually collected during the related Collection Period in\nconnection with the defeasance of a Mortgage Loan or Serviced Whole Loan, if applicable (provided, that for the avoidance of doubt,\nany such defeasance fee shall not include any Modification Fees in connection with a defeasance with respect to any Major Decisions or\nSpecial Servicer Decisions); (ii) (x) 100% of Excess Modification Fees related to any modifications, waivers, extensions, amendments or\nsimilar fees of any Non-Specially Serviced Loans (including any related Serviced Companion Loans, to the extent not prohibited by the\nrelated Intercreditor Agreement) paid in connection with a consent, approval or other action that the Master Servicer is permitted to\ntake in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and to the\nextent such action is neither a Major Decision nor a Special Servicer Decision and (y) 50% of Excess Modification Fees related to Non-Specially\nServiced Loans (including any related Serviced Companion Loans, to the extent not prohibited by the related Intercreditor Agreement) that\nthe Master Servicer is not permitted to take in the absence of the processing, consent or approval (or deemed consent or approval) of\nthe Special Servicer under this Agreement, consisting of (i) a Major Decision or an item under clause (v) or sub-clause (ix)(i) or (ix)(ii)\nof the definition of “Special Servicer Decision” (in each case, regardless of who processes such action) or (ii) a Special\nServicer Decision processed by the Master Servicer; (iii) (x) 100% of assumption fees, earnout fees and other similar fees collected during\nthe related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with\na consent, approval or other action to the extent such action is neither a Major Decision nor a Special Servicer Decision, and (y) 50%\nof assumption fees, earnout fees or other similar fees and other similar items collected during the related Collection Period with respect\nto Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that\nthe Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special\nServicer under this Agreement, consisting of (i) a Major Decision or an item under clause (v), or sub-clauses (ix)(i) or (ii) of the definition\nof “Special Servicer Decision” (in each case, regardless of who processes such consent, approval or other action) or (ii)\na Special Servicer Decision processed by the Master Servicer; (iv) 100% of assumption application fees and other similar fees collected\nduring the related Collection Period with respect to Mortgage Loans (and any related Serviced Companion Loan) for which the Master Servicer\nis processing the underlying assumption transaction; (v) (x) 100% of consent fees and loan service transaction fees on Non-Specially Serviced\nLoans (and any related Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the\nterms of\n\n -205- \n\n \n\nany Mortgage Loan (or Serviced Companion Loan,\nas applicable) and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval\n(or deemed consent or approval) of the Special Servicer under this Agreement that is neither a Special Servicer Decision nor a Major Decision,\nand (y) 50% of consent fees on Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that\ninvolves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid\nin connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent\nor approval) of the special servicer under this Agreement (including, without limitation, a consent processed by the Special Servicer)\nconsisting of (1) Major Decision or (2) an item under clause (v), or sub-clauses\n(ix)(i) or (ii) of the definition of “Special Servicer Decision” (in each case, regardless of who processes such consent,\napproval or other action) or (3) a Special Servicer Decision processed by the Master Servicer; (vi) with respect to accounts held by the\nMaster Servicer, any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and any Serviced Companion\nLoan, reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related\nMortgage Loan documents, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required\nto deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section\n3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation\nin the form of: (i) Penalty Charges to the extent provided in Section 3.11(d); (ii) 100% of charges for beneficiary statements\nor demands actually paid by the related Mortgagors to the extent such items are prepared by the master servicer; (iii) interest or other\nincome earned on deposits in the Investment Accounts maintained by the Master Servicer, in accordance with Section 3.06(b) (but\nonly to the extent of the Net Investment Earnings, if any, with respect to any such Investment Account for each Collection Period and,\nfurther, in the case of the Servicing Account, only to the extent such interest or other income is not required to be paid to any Mortgagor\nunder applicable law or under the related Mortgage Loan) and (iv) the difference, if positive, between Prepayment Interest Excesses and\nPrepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion\nLoan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer\nshall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including,\nwithout limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy\ninsuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the\nCollection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.\nFor the avoidance of doubt, the Master Servicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master\nServicer and Special Servicer.\n\nWith respect to any of the\npreceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer\nand the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge or waive only its respective\nportion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce\nor elect not to charge or waive the portion of any such fee due to the other and (B) to the extent either the Master Servicer or\nthe Special\n\n -206- \n\n \n\nServicer exercises its right to reduce or elect\nnot to charge or waive its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective\nportion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer\ndecides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the\nSpecial Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any\nof such fee charged by the Special Servicer. Notwithstanding the preceding language,\nthe Special Servicer shall have the right to waive any late fees or Default Interest regardless of when it accrued.\n\nFor the avoidance of doubt,\nthe Special Servicer may waive any or all Penalty Charges regardless of when they accrued. If the Special Servicer has partially waived\nPenalty Charges (part of which accrued prior to the related Servicing Transfer Event), any collections in respect of such Penalty Charge\nshall be shared *pro rata* by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charges\nto which each would otherwise have been entitled.\n\nNotwithstanding anything\nherein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any\nthird party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan\n(and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services,\na Division of PNC Bank, National Association, as Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced\nby the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor\nmaster servicer that meets the requirements of Section 6.05 and who requires market rate servicing compensation that accrues at\na *per annum* rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its\nterms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay any Transferable Servicing\nInterest to the holder of such Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive\npayment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank,\nNational Association, as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).\n\n(b)              \nAs compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with\nrespect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced\nMortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the\nSpecial Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan,\nas the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be,\nand, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such\nSpecially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced\nLoan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing\nFee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of\n\n -207- \n\n \n\nSection 3.05(a). The right to receive\nthe Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s\nresponsibilities and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect\nto a Non-Serviced Mortgage Loan.\n\n(c)              \nThe Special Servicer shall be entitled to additional servicing compensation in the form of (i)(x) 100% of all Excess Modification\nFees, ancillary fees (other than fees for insufficient or returned checks), review fees, transfer fees or waiver fees (a) earned in connection\nwith a Special Servicer Decision on a Mortgage Loan (and any related Serviced Companion Loan) that is not a Specially Serviced Loan, where\nthe Special Servicer processes the related Special Servicer Decision (other than any Special Servicer Decision under clause (v), or sub-clause\n(ix)(i) or (ix)(ii) of the definition of “Special Servicer Decision”, with respect to which each of the Master Servicer and\nSpecial Servicer shall be entitled to 50% of the fees earned regardless of who processes such decisions) and/or (b) earned in connection\nwith any Specially Serviced Loan (and any related Serviced Companion Loan) or successor REO Loan and any related Companion Loan whether\nor not such fees become due while the Mortgage Loan is a Specially Serviced Loan or a Corrected Mortgage Loan; (ii) 50% of Excess Modification\nFees collected during the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan)\nin connection with consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or\napproval (or deemed consent or approval) of the Special Servicer under this Agreement including but not limited to a Major Decision, a\nSpecial Servicer Decision processed by the Master Servicer or, regardless of who processes such decision, any Special Servicer Decision\nunder clause (v) or sub-clause (ix)(i) or (ix)(ii) of the definition of “Special Servicer Decision”; (iii)(x) 100% of assumption\nfees, earnout fees and other similar fees collected during the related Collection Period with respect to Specially Serviced Loans (and\nany related Serviced Companion Loan), and (y) 50% of assumption fees and earnout fees and other similar items collected during the related\nCollection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent,\napproval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval or deemed consent\nor approval of the Special Servicer under this Agreement including but not limited to a Major Decision or in connection with a consent,\napproval or other action that is a Special Servicer Decision processed by the Master Servicer or, regardless of who processes such consent,\napproval or other action, an item under clause (v), or sub-clauses (ix)(i) or (ii) of the definition of “Special Servicer Decision”;\n(iv) 100% of assumption application fees and other similar fees collected during the related Collection Period with respect to Mortgage\nLoans (and any related Serviced Companion Loan, if applicable) for which the Special Servicer is processing the underlying assumption\ntransaction; (v)(x) 100% of consent fees and loan service transaction fees on Specially Serviced Loans (and any related Serviced Companion\nLoan) in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion\nLoan, as applicable) or that are Mortgage Loans that are not Specially Serviced Loans in connection with a consent that involves no modification,\nwaiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) that is a Special Servicer Decision\nprocessed by the Special Servicer and (y) 50% of consent fees on Non-Specially Serviced Loans (and any related Serviced Companion Loan)\nin connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion\nLoan, as applicable) and is paid in connection with a consent that the Master\n\n -208- \n\n \n\nServicer is not permitted to take in the absence\nof the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement consisting of a Major Decision\nor in connection with a consent, approval or other action that is a Special Servicer Decision processed by the Master Servicer or, regardless\nof who processes such consent, approval or other action, an item under clause (v), or sub-clauses (ix)(i) or (ix)(ii) of the definition\nof “Special Servicer Decision”; (vi) 100% of charges for beneficiary statements or demand charges actually paid by the Mortgagors\nto the extent such beneficiary statements or demands were prepared by the Special Servicer; (vii) with respect to the accounts held by\nthe Special Servicer, 100% of charges by the Special Servicer collected for checks returned for insufficient funds, and (viii) Penalty\nCharges paid by the Mortgagors and accrued while the related Mortgage Loans were Specially Serviced Loans to the extent provided in Section\n3.11(d) (excluding Special Servicing Fees, Liquidation Fees and Workout Fees).\nSubject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of interest\nor other income earned on deposits relating to the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance with\nSection 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from\nand including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, the\nSpecial Servicer shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation (other than with respect\nto any Non-Serviced Mortgage Loan), reasonable review fees in connection with any Mortgagor request to the extent such review fees are\nnot prohibited under the related Mortgage Loan documents, and are actually paid by or on behalf of the related Mortgagor. The Special\nServicer shall also be entitled to additional servicing compensation in the form of a Workout Fee equal to the lesser of (i) the amount\ncalculated with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan\nand (ii) $1,000,000 in the aggregate with respect to any particular workout of a Corrected Loan; provided, however, that\nafter receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees\nin excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that\nin the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the\nSpecial Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion\nLoan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related\nServiced Companion Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with\nrespect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to such Excess Modification\nFee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes\na Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes\na Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special\nServicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect\nof Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except\nthe Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer\nresigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for\n\n -209- \n\n \n\nwhich the resigning or terminated Special Servicer\nhad determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the\nSpecial Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become\na Corrected Loan solely because the Mortgagor had not made three consecutive timely Periodic Payments and which subsequently becomes a\nCorrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer shall\nnot be entitled to any portion of such Workout Fees. The Special Servicer shall not be entitled to receive any Workout Fees after termination\nfor cause. A Liquidation Fee shall be payable with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or\nREO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance\nand Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out\nof such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds\nare received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will\nbe payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal\nand/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to\nreceive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,\nwith respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided\nin the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates\nsuch fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to\nSection 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer\nshall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including,\nwithout limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers\nand the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and\nto the extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer\nshall not be entitled to reimbursement therefor except as expressly provided in this Agreement. For the avoidance of doubt, the Special\nServicer may not charge a fee in lieu of any fee that is otherwise to be split between the Master Servicer and Special Servicer.\n\nWith respect to any of the\npreceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer\nand the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge\nor waive only its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall\nhave the right to reduce or elect not to charge or waive the portion of any such fee due to the other and (B) to the extent either\nthe Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge or waive only its respective portion\nin any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee shall not have any right to\nshare in any part of the other party’s portion of such fee.  If the Master Servicer decides not to charge any fee, the Special\nServicer shall nevertheless be entitled to charge its portion of the related fee to which the Special\n\n -210- \n\n \n\nServicer would have been entitled if the Master\nServicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. Similarly,\nif the Special Servicer decides not to charge any fee, the Master Servicer shall nevertheless be entitled to charge its portion of the\nrelated fee to which the Master Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall\nnot be entitled to any portion of such fee charged by the Master Servicer. Notwithstanding the preceding language, the Special Servicer\nshall have the right to waive any late fees or Default Interest regardless of when it accrued.\n\n(d)              \nIn determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on\nany Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any\nrelated Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the\nSpecial Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection\nwith a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer\nor the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced\nWhole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor\nAgreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the\nTrustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all\ninterest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional\nexpense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage\nLoan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing\nFees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred\nsince the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan,\nwhich shall be payable as additional servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed\nto the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced\nLoan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially\nServiced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special\nServicer shall be distributed between the Master Servicer and the Special Servicer, on a *pro rata* basis, based on the Master Servicer’s\nand Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing,\nPenalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment\nof all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).\n\nIf a Servicing Shift Whole\nLoan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer shall service and administer\nsuch Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property\nand shall be entitled to all rights and compensation\n\n -211- \n\n \n\nearned with respect to such Serviced Whole\nLoan as the Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing\nShift Date, no other special servicer shall be entitled to any such compensation or have such rights and obligations. If a Servicing Shift\nWhole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Date, the Non-Serviced Special Servicer and the Special\nServicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special Servicer were being terminated\nas the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special\nServicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.\n\n(e)              \nWith respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within\ntwo (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate\nAdministrator, without charge and on the P&I Advance Date, an electronic report (which may include HTML, Word or Excel compatible\nformat, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special\nServicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or\nany of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any month during\nwhich no Disclosable Special Servicer Fees were received.\n\n(f)               \nThe Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration\n(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)\nfrom any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect\nof a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure\nof any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under\nthis Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition shall not apply\nto Permitted Special Servicer/Affiliate Fees.\n\n(g)              \nPursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions\nset forth on Exhibit JJ or such other payment instructions as CREFC® may provide to the Master Servicer in\nwriting at least two (2) Business Days prior to the P&I Advance Date) the CREFC® Intellectual Property Royalty License\nFee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit\ntherein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.05(a)(xii)\non a monthly basis, from funds on deposit in the Collection Account.\n\nSection 3.12       \nInspections; Collection of Financial Statements. (a)  The\nMaster Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each\nMortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan or an REO Property)\nwith a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000\nat least once every twenty-four (24) months, in each case, commencing in the\n\n -212- \n\n \n\ncalendar year 2027; provided,\nhowever, that if a physical inspection has been performed by the\nSpecial Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property\nsince such physical inspection, the Master Servicer will not be required to perform or cause to be performed, such physical inspection;\nprovided, further,\nthat if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect\nor cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan\nand annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special\nServicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not\npaid by the related Mortgagor, reimbursed *first* from Penalty Charges actually received from the related Mortgagor and then from\nthe Collection Account pursuant to Section 3.05(a)(ii), provided\nthat, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with\nrespect to a Serviced Pari Passu Whole Loan, *pro rata* and *pari passu*, from the related Serviced Pari Passu Mortgage Loan\nand Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to a\nServiced AB Whole Loan, *first*, from the related AB Subordinate Companion Loan and *then*, *pro rata* and *pari passu*,\nfrom the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective\nStated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan (provided that, with respect\nto any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement\npursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and\nAB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer,\nas applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage\nto the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancies at the Mortgaged\nProperty that the preparer of such report has knowledge of and the Master Servicer or Special Servicer, as applicable, deems material,\n(ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident\nfrom the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has\nknowledge or that is evident from the inspection, and that the Master Servicer or Special Servicer, as applicable, deems material, (iv) any\nvisible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from\nthe inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall deliver\nor, if applicable, make available on its website a copy (in electronic format) of each such report prepared by the Special Servicer or\nthe Master Servicer, as applicable, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance\nof a Control Termination Event and (ii) other than with respect to any Excluded Loan) and to the Trustee within seven (7) Business\nDays after the later of (i) the completion of such report or (ii) the Special Servicer’s or the Master Servicer’s, as applicable,\nreceipt of such report; provided, that the Special Servicer or the Master Servicer, as applicable, shall use reasonable efforts\nto obtain such report within 30 days after completion of the related inspection. Within five (5) Business Days after request for copies\nof such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make\n\n -213- \n\n \n\navailable a\ncopy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5\nInformation Provider for posting to the 17g-5 Information Provider’s Website. In respect of any Mortgage Loan other than an\nExcluded Loan that is a Specially Serviced Loan and prior to the occurrence and continuance of a Consultation Termination Event, the Master\nServicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling\nClass Certificateholder (which request may state that such items may be delivered until further notice).\n\n(b)              \nThe Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially\nServiced Loan, shall make reasonable efforts to collect promptly from each related Mortgagor quarterly and annual operating statements,\nfinancial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter ending September 30,\n2026 and the calendar year ending on December 31, 2026, and the quarterly and annual financial statements of such Mortgagor and review\nsuch items in connection with the preparation of the CREFC® Operating Statement Analysis Reports and CREFC®\nNOI Adjustment Worksheets, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents\nand any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan),\nif delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents.\nThe Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if\nthe related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the\nSpecial Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of\neach REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items\nto the Master Servicer within ten (10) Business Days of receipt, and the Master Servicer shall make available on its website copies of\nall the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor,\nin electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later\nthan June 30 of each year commencing June 30, 2027. Upon the request of any Privileged Person (other than the NRSROs) to receive\ncopies of such items, the Master Servicer shall deliver or make available electronic copies of such items to the Certificate Administrator\nto be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO to receive copies of any portion of such\nitems, the Master Servicer or the Special Servicer, as applicable, shall deliver or make available additional copies of the requested\nitems so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).\n\nWithin forty-five (45) days\nafter receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for servicing hereunder, or the\nSpecial Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced Mortgaged Property), of any\nquarterly and annual operating statements or rent rolls beginning with the quarter ending September 30, 2026 (if the related Mortgagor\nprovides sufficient information to report pursuant to CREFC® guidelines) and the calendar year ending December 31, 2026\nwith respect to any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property, such Master\nServicer or Special Servicer, as applicable, shall, based upon such operating statements or rent rolls received, prepare (or, if\n\n -214- \n\n \n\npreviously prepared, update) the analysis of\noperations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report prepared\nwith respect to such Mortgaged Property or in the aggregate for the portfolio of Mortgaged Properties; provided that any such CREFC®\nOperating Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet shall not be required to be prepared or updated\nwith respect to year-end or the first calendar quarter of each year to the extent provided by the then-current CREFC®\nInvestor Reporting Package. The Master Servicer (with respect to non-Specially\nServiced Loans) will deliver, or the Special Servicer (with respect to Specially Serviced Loans and REO Properties with forward to the\nMaster Servicer and the Master Servicer) will deliver, to the Certificate Administrator, the Operating Advisor and each holder of a Serviced\nCompanion Loan by electronic means the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement\nAnalysis Report upon request. Upon the occurrence and continuation of a Servicing Transfer Event, the Master Servicer shall provide the\nSpecial Servicer with all prior CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets\nfor the related Mortgage Loan (including underwritten figures), and the Special Servicer’s obligations hereunder shall be subject\nto its having received all such reports. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with\nrespect to Specially Serviced Loans and REO Properties) shall, upon request of any Rating Agency (which request may be made directly to\nthe Master Servicer or the Special Servicer, as applicable, concurrently with posting such request on the 17g-5 Information Provider’s\nWebsite via the Rating Agency Q&A Forum and Document Request Tool), deliver or make available copies electronically of operating statements\nand rent rolls received from any Mortgagor to the 17g-5 Information Provider pursuant to Section 3.13(c) and 3.13(d), and\nthe Master Servicer and Special Servicer shall, upon request, make available to the other and (prior to the occurrence of a Consultation\nTermination Event) the Directing Certificateholder electronically monthly copies of all the foregoing items so collected thereby. All\nCREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained by\nthe Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property (other\nthan any Non-Serviced Mortgaged Property), and the Master Servicer shall deliver or make available copies (in electronic format) thereof\nand the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision\nthereof) upon request of the Certificate Administrator to the Certificate Administrator (notwithstanding the Certificate Administrator’s\nreceipt of the same pursuant to Section 3.12(b)) and upon request of a Rating Agency to the 17g-5 Information Provider (and the\n17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website), and, upon request of any\nof the following, shall make such items available to the Operating Advisor, the Directing Certificateholder, and with respect to any Serviced\nCompanion Loan, the related Companion Holder and the Special Servicer. The Master Servicer shall maintain a CREFC® Operating\nStatement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other than a Non-Serviced\nMortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).\n\n(c)              \nAt or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause\nto be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,\nthe CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®\nLoan Modification Reports and CREFC® REO Liquidation Reports with respect to the\n\n -215- \n\n \n\nSpecially Serviced Loans (excluding, for the\nDirecting Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property), providing\nthe information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business\nDay preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master\nServicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status\nReport, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC®\nREO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment\nWorksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets,\noperating statements and rent rolls submitted by the Mortgagor.\n\n(d)              \nNot later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning July 2026, the Master Servicer shall\nprepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the\nfollowing reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®\nSpecial Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®\nHistorical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®\nLoan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®\nComparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special\nServicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®\nServicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC®\nLoan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report\nand (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from\nthe Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning July\n2026, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable\nCREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation\nReports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution\nDate beginning in July 2026, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic\nformat the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Template, to the extent received\nby the Master Servicer from the Special Servicer. In no event shall any report described in this subsection be required to reflect information\nthat has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,\nas of the close of business on the Business Day prior to the Business Day on which the report is due.\n\nNot later than 5:00 p.m.\n(New York City time) two (2) calendar days following each Distribution Date (provided that if the second calendar day is not a Business\nDay, then the immediately succeeding Business Day) beginning July 2026, the Master Servicer shall deliver to the Certificate Administrator\nthe CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master Servicer shall have no obligation\nto prepare or deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless the Depositor has delivered\nthe items required by Section 2.01(i) in both EDGAR-Compatible Format and Excel Format. If\n\n -216- \n\n \n\nthe CREFC® Schedule AL File\nis not provided by 5:00 p.m. (New York City time) on the date specified in the\nimmediately preceding sentence, the Certificate Administrator shall request such CREFC® Schedule AL File from the Master\nServicer via email at *NoticeAdmin@pnc.com*, with a copy to the Depositor at *RRcmbs@barclays.com*. In preparing the CREFC®\nSchedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or\nverification, the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy\nand compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the\nSecurities Act as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1\nto the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver\nany related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC® Schedule\nAL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer\nshall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely with respect\nto the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional\nFiles to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content,\ncompleteness or accuracy of the information contained in any CREFC® Schedule AL File or any Schedule AL Additional File.\nThe Certificate Administrator shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File\nor Schedule AL Additional File solely by its receipt thereof.\n\nIn the absence of manifest\nerror, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports\ndelivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s\nreports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,\nverify or recalculate any of the amounts and other information stated therein.\n\n(e)              \nThe Special Servicer shall deliver or make available to the Master Servicer the reports and information required of the Special\nServicer pursuant to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available\nto the Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest\nerror, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and\nSection 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to\nbe provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master\nServicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in turn,\nbased on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c)\nand to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or\nSection 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator\nuntil it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default\nhereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s\n\n -217- \n\n \n\nfailure to timely provide any information or\nreport required under Section 3.12(b) or Section 3.12(c)\nof this Agreement.\n\n(f)               \nNotwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise\nrequired to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent\nthe Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special\nServicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of\ninformation with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such\ninformation or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing\nStandard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate\nin its reasonable discretion (without suggesting liability on the part of any other party hereto).\n\n(g)              \nUnless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available\nany statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case\nmay be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering\nsuch statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided\nto the Directing Certificateholder prior to the occurrence of a Consultation Termination Event, making such statement, report or information\navailable on the Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s\nWebsite, unless this Agreement expressly specifies a particular method of delivery.\n\nNotwithstanding anything\nto the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other\ninformation to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master\nServicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy\nof any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall\nfollow upon the correction of such system problems.\n\nSection 3.13       \nAccess to Certain Information. (a)  Each of the Master\nServicer and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator\nshall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC,\nthe FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners\nof such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority\nover any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding\nthe Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole\nLoan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master\nServicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery\nof\n\n -218- \n\n \n\ncopies of information as requested by such\nPerson and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than\nfrom the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders,\nas applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access\nshall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during\nnormal business hours at the offices of the Certificate Administrator or the Custodian.\n\nThe failure of the Master\nServicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation\nshall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,\nthe Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it\nis not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided\nby it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the\nexecution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through”\nconfidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website;\n(iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information\ncontained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions\nof any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision\nof this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required\nto be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer\nor the Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing\nStandard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting\ndisclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the\nattorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing,\nthe Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interests\nof the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.\n\nNotwithstanding the limitation\nset forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable\nrequest of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder\nof such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction,\nthe Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)\nshall provide (or make available electronically) (at the expense of such Certificateholder or holder of such AB Subordinate Companion\nLoan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating\nto the related Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion Loan) obtained by the Master Servicer\nor the Special Servicer, as the case may be;\n\n -219- \n\n \n\nprovided that, in connection therewith,\nthe Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially\nin such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect that\nsuch Person is a Holder of Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder\nor beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will\nkeep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any\ncontinuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. Upon\nthe request of any Privileged Person (other than the NRSROs) to receive copies of annual operating statements, budgets and rent rolls\neither collected by the Master Servicer or the Special Servicer or caused to be prepared by the Special Servicer in respect of each REO\nProperty, the Master Servicer shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted\non the Certificate Administrator’s Website. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports\navailable to any Certificateholders on its website. None of the parties to this Agreement shall provide any Asset Status Report or any\nFinal Asset Status Report to the Certificate Administrator.\n\nNotwithstanding anything\nto the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided\nfor herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder (except,\nwith respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage\nLoan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial\nowner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.\n\n(b)              \nThe Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date\nStatements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to\nthe general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were\nprepared by or delivered to the Certificate Administrator in electronic format:\n\n(i)                               The following\ndocuments, which will initially be made available under a tab or heading designated “deal documents”:\n\n(A)            \nthe Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to\nthe Certificate Administrator by the Depositor or by any Person designated by the Depositor;\n\n(B)             \nthis Agreement and any amendments and exhibits hereto;\n\n(C)             \neach Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing Date;\n\n -220- \n\n \n\n(D)            \nthe Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and\n\n(E)             \nthe CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;\n\n(ii)                            the following\ndocuments, which will initially be made available under a tab or heading designated “SEC 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\nrespect to the Trust through the EDGAR system;\n\n(iii)                         The following\ndocuments, which will initially be made available under a tab or heading designated “periodic reports”:\n\n(A)            \nall Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;\n\n(B)             \nthe CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral\nSummary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the definition\nof “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating\nStatement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report\nto the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and\n\n(C)             \nany Operating Advisor Annual Reports provided by the Operating Advisor;\n\n(iv)                        The following\ndocuments, which will initially be made available under a tab or heading designated “additional documents”:\n\n(A)            \nsummaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved\nby the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);\n\n(B)             \nall property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);\n\n(C)             \nany Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;\n\n(D)            \nthe CREFC® Appraisal Reduction Template or a detailed worksheet showing the calculation of each Appraisal Reduction\nAmount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; and\n\n -221- \n\n \n\n(E)             \nany notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing\nthe Certificate Administrator to post to the “additional documents” tab.\n\n(v)                           The following\ndocuments, which will initially be made available under a tab or heading designated “special notices”:\n\n(A)            \nany notice with respect to a release pursuant to Section 3.09(d);\n\n(B)             \nany notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e);\n\n(C)             \nany notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);\n\n(D)            \nany notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered\npursuant to Section 7.01;\n\n(E)             \nany notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice\nrequired to be delivered to the Certificateholders pursuant to Section 12.01;\n\n(F)             \nany Asset Review Report Summary received by the Certificate Administrator;\n\n(G)            \n[Reserved];\n\n(H)            \nany notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the\nsuccessor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;\n\n(I)               \nany Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;\n\n(J)               \nany notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;\n\n(K)            \nany notice of termination pursuant to Section 9.01;\n\n(L)             \nany notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance\nof appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26\nor Section 12.03, respectively;\n\n(M)           \nany notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to\n\n -222- \n\n \n\nSection 7.01(d), the Operating\nAdvisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b);\n\n(N)            \nany notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by\nthe Operating Advisor in connection with such recommendation;\n\n(O)            \nany notice that a Control Termination Event has occurred or that a Consultation Termination Event has occurred or is terminated\n(provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence\nof an Excluded Loan with respect to the Directing Certificateholder, the Certificate Administrator will only be required to make available\nsuch notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation\nTermination Event to the extent the Certificate Administrator has been notified of such Excluded Loan);\n\n(P)             \nany notice of the occurrence of an Operating Advisor Termination Event;\n\n(Q)            \nany notice of the occurrence of an Asset Representations Reviewer Termination Event;\n\n(R)             \nany Proposed Course of Action Notice;\n\n(S)             \nany assessments of compliance delivered to the Certificate Administrator;\n\n(T)             \nany attestation reports delivered to the Certificate Administrator;\n\n(U)            \nany notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer with a direction to post\nsuch notice or documents to the “Special Notices” tab;\n\n(V)            \nany “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website\npursuant to Section 5.06;\n\n(vi)                        the “Investor\nQ&A Forum” pursuant to Section 4.07(a);\n\n(vii)                     solely to\nany of the Certificateholders and the Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to\nSection 4.07(b); and\n\n(viii)                  the “U.S.\nRisk Retention Special Notices” tab;\n\nprovided that with respect to a Control\nTermination Event or a Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the Certificate\nAdministrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has\nknowledge of the existence of such Excluded Loan.\n\n -223- \n\n \n\nThe Certificate Administrator\nshall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above, provide\nemail notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the Certificate\nAdministrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.\n\nThe Certificate Administrator\nshall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)\nabove on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the\nCertificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans\navailable through the Certificate Administrator’s Website.\n\nNotwithstanding the foregoing,\nall Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the\nCertificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii) above)\nand made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan\nsegregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the\nrelated Excluded Controlling Class Loan(s)).\n\nAny Person (other than the\nDirecting Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution\nDate Statements and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase\nAgreements and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing Certificateholder or a Controlling\nClass Certificateholder, if any such Person becomes 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 of an investor certification substantially\nin the form of Exhibit P-1E and upon delivery to the Certificate Administrator in physical form of an investor certification substantially\nin the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder,\nsuch Excluded Controlling Class Holder shall be entitled to access all information (other than the Excluded Information with respect to\nany Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case\nsuch access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s\nWebsite.\n\nIn the case of the Directing\nCertificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an Investor\nCertification substantially in the form of Exhibit P-1B, such Directing Certificateholder or Controlling Class Certificateholder\nshall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer,\nthe Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an Investor Certification in the form of\nExhibit P-1B from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is not\nan Excluded Controlling Class Holder and (ii) an Investor Certification in the form of Exhibit P-1D to the effect that such\nPerson is an\n\n -224- \n\n \n\nExcluded Controlling Class Holder with respect\nto one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder\nbecomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the\nOperating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such\nparty has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and\nshall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink\nUser ID associated with such Excluded Controlling Class Holder and directing 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. Upon confirmation\nfrom the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new Investor\nCertification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website,\nexcept that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling\nClass Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only\nbe prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s\nWebsite. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master\nServicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior\nto delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s\nWebsite such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage\nLoans or Whole Loans, as applicable.\n\nNotwithstanding anything\nherein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the\nTrustee shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of\nthe Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,\nthe Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially in the form of\nExhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling\nClass Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable\nfor any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling Class\nHolder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information delivered\nto the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer,\nthe Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage\nLoan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s\nWebsite, such information was not delivered to the Certificate Administrator in accordance with Section 3.33(a).\n\nEach of the Master Servicer,\nthe Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely on delivery\nfrom the Directing Certificateholder or a Controlling Class Certificateholder of an Investor\n\n -225- \n\n \n\nCertification substantially in the form of\nExhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder\nor a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s\nWebsite or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder\nshall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the\nrelated Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing\nCertificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the management of any investment in the\nrelated Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or\nindirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies\nand procedures in place in order to comply with the obligations described in clause (i) above.\n\nTo the extent the Risk Retention\nConsultation Party receives access pursuant to this Agreement to any information solely related to a Mortgage Loan with respect to which\nsuch party is a Borrower Party (which shall include any 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 Special Servicer and which may include any\nOperating Advisor reports delivered to the Certificate Administrator regarding such Special Servicer’s net present value determination\nor any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), and any Officer’s Certificates\ndelivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made,\nwould be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with\ninformation of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to\nsuch information, the Risk Retention Consultation Party shall be deemed to have agreed that it (i) will not directly or indirectly\nprovide any such information to (A) the related Borrower Party, (B) any employees or personnel of the Risk Retention Consultation\nParty or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property\nor (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party,\nand (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the\nobligations described in clause (i) above. 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 relating to any\nsuch Excluded Controlling Class Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a\npool level.\n\nThe Certificate Administrator\nmakes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on\nthe Certificate Administrator’s Website and assumes no responsibility therefor, other than with respect to such reports, documents\nor other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility\nfor any information distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate\nAdministrator shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such\ninformation was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate\n\n -226- \n\n \n\nAdministrator for posting to the Certificate\nAdministrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.\n\nIn connection with providing\naccess to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance\nwith Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate\nAdministrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s\nWebsite can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.\n\n(c)              \nThe 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent\nsuch items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at *17g5informationprovider@computershare.com*,\nspecifically with a subject reference of “BBCMS 2026-5C42” and an identification of the type of information being provided\nin the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other\ndelivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:\n\n(i)                                any notices\nof waivers under Section 3.08(c);\n\n(ii)                            any Asset\nStatus Report delivered by the Special Servicer under Section 3.19(d);\n\n(iii)                         any notice\nof final payment on the Certificates;\n\n(iv)                        any environmental\nreports delivered by the Special Servicer under Section 3.09(e);\n\n(v)                           any Appraisals\ndelivered to the 17g-5 Information Provider pursuant to Section 3.19;\n\n(vi)                        any annual\nstatements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;\n\n(vii)                     any annual\nindependent public accountants’ attestation reports delivered pursuant to Section 11.11;\n\n(viii)                  any notice\nto the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation\nfrom any Rating Agency as set forth in Section 3.25(a);\n\n(ix)                          copies\nof requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;\n\n(x)                             any requests\nfor Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);\n\n -227- \n\n \n\n(xi)                          any notice\nof resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee\nor the successor certificate administrator pursuant to Section 8.07 or Section 8.08;\n\n(xii)                       any Officer’s\nCertificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;\n\n(xiii)                    any notice\nof a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01;\n\n(xiv)                   any notice\nof the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;\n\n(xv)                      any notice\nof any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);\n\n(xvi)                   any Operating\nAdvisor Annual Report pursuant to Section 3.26;\n\n(xvii)                any summary\nof oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward the Master\nServicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information\nProvider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or regarding any of\nthe Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related Mortgaged\nProperties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided\nthat the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to\nSection 3.13(g);\n\n(xviii)             any\nother information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),\nSection 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(e), Section 11.09\nor Section 11.10; and\n\n(xix)                     any other\ninformation delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.\n\nThe foregoing information\nshall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information shall\nbe posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,\nor, if received after 2:00 p.m., New York City time, then it shall be posted on the next Business Day by 12:00 p.m. New York City\ntime; provided, however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance\nwith Section 3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise\ndetermine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything\nother than what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator\nand the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s\n\n -228- \n\n \n\nWebsite. The Certificate Administrator and\nthe 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely\nby posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to\nthe extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access\nwill be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2\n(which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency requests\naccess to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business\nDay, provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day, or if received after 2:00\np.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information Provider\nmay be directed to (866) 846-4526 or *17g5informationprovider@computershare.com* (specifically referencing “BBCMS\n2026-5C42” in the subject line).\n\nUpon delivery by the Depositor\nto the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g-5\nwebsite (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available only to\nthe Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c). Such information\nshall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information Provider as mutually agreed.\nThe Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Close Information or any other\ninformation on the 17g-5 Information Provider’s Website to any designee or third party.\n\nUpon request of the Depositor\nor the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional\ninformation requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information\nProvider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose\non the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.\n\nExcept as provided in Section 3.13(d)\nbelow, the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice\nor document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to\nthe 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.\n\nThe 17g-5 Information Provider\nshall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information was received\nand that it has been posted. The 17g-5 Information Provider shall notify each Person that has signed-up for access to the 17g-5 Information\nProvider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5\nInformation Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the\nbody of the email notice. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used\nby such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such\n\n -229- \n\n \n\ngeneral email address has been provided to\nthe 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit P-2.\n\nAny information required\nto be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at\n*17g5informationprovider@computershare.com*, specifically with a subject reference of “BBCMS 2026-5C42” and an identification\nof the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following\nnotice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.\n\n(d)              \nThe Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates\nto two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider\nand the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided\nin Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such\ninformation in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable time.\nThe Master Servicer or the Special Servicer, as applicable, shall not send such information directly to the Rating Agencies until the\n17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information Provider’s Website.\n\n(e)              \nCertain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®\nreports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided\nby the Certificate Administrator at the direction of the Depositor to third parties (including Financial Market Publishers), and providing\nsuch information shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available\nto such third parties upon receipt of a certificate in the form of Exhibit P-3, which certification may be submitted electronically\nvia the Certificate Administrator’s Website.\n\n(f)               \nEach of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,\nalso deliver, produce or otherwise make available, solely with respect to the Master Servicer, through the Master Servicer’s website\nor, with respect to the Master Servicer or the Special Servicer, otherwise, any additional information relating to the Mortgage Loans\n(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced\nMortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor\nCertification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)\n(only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5\nInformation Provider’s Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent\ndoing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information,\nincluding, without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of the Master\nServicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer\nit deems\n\n -230- \n\n \n\nappropriate in its discretion and/or (ii) require\nthat the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification,\n(y) a confidentiality agreement substantially in the form of Exhibit X\nor (z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s\nwebsite, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information to any\nother Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s website, the\nMaster Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative\nagreement as to the confidential nature of such information. In connection with providing access to or copies of the information described\nin this Section 3.13(f) to current or prospective Certificateholders\nthe form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case\nof a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates\nand will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors,\nlegal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest\ntherein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees\nto keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or\nan investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate\nor an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment\nin Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder\nmay provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor\nacting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the\ninvestment advisor and such current or prospective Certificateholder.\n\nNeither the Master Servicer\nnor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation\nof the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the\ncompleteness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13\nunless such information was produced by the Master Servicer or Special Servicer, as applicable.\n\n(g)              \nThe Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)\nto orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage\nLoans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor\nAgreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing\nand provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)\nthe same day such communication takes place; provided, further, that the summary of such oral communications shall not identify\nwhich Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information\nProvider’s Website in accordance with the procedures set forth in Section 3.13(c).\n\n -231- \n\n \n\n(h)              \nThe Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor\nsuch reports and other information produced by the Special Servicer and otherwise available to the Directing Certificateholder or the\nRisk Retention Consultation Party (in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any\nAsset Status Reports that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in\nsupport of the performance of its obligations under this Agreement in electronic format.\n\n(i)                \nNone of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral\nor written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer\nor the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s\nor NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or\nthe Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating\nAdvisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary\nservicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor,\nthe Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations in general; provided\nthat the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not\nprovide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review\nand evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such\ninformation has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s\nWebsite; or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking credit rating\nsurveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered\nunder this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach\nof this Agreement or any other confidentiality agreement to which such Rating Agency is subject) or comprised of information collected\nby the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website\nthat they have access to) other than pursuant to this Section 3.13(i).\n\n(j)                \nThe costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer,\nthe Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall\nnot be additional expenses of the Trust, but shall be borne by the applicable party hereto.\n\nSection 3.14       \nTitle to REO Property; REO Account. (a)  If title to\nany Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) and thus\nsuch Mortgaged Property becomes an REO Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted\nby applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee\non behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion\nLoan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this\n\n -232- \n\n \n\nSection 3.14. The Special Servicer,\non behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of\nthe third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury\nRegulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies\nfor a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership\n(or the period provided in the then-applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”)\nby the IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator, the Master Servicer and the\nSpecial Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer,\nto the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year\nin which acquisition occurred will not cause an Adverse REMIC Event. If the Special Servicer is granted or not denied the REO Extension\ncontemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)\nof the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by\nsuch REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its\nbeing granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of\nCounsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the\nCollection Account pursuant to Section 3.05(a).\n\n(b)              \nThe Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and\napart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one\nor more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related\nCompanion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests), for\nthe retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special\nServicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt of properly identified\nand available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property.\nFunds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall\ngive notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established\nand of the new location of the REO Account prior to any change thereof.\n\n(c)              \nThe Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,\nmaintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO\nProperty. On the later of the date that is (x) on or prior to the Determination Date (or with respect to a Serviced Companion Loan, on\nthe Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days after such amounts are received and\nproperly identified and determined to be available, the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer,\nwhich shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received\nin\n\n -233- \n\n \n\nrespect of each REO Property during the most\nrecently ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net\nInvestment Earnings on amounts on deposit in the REO Account; provided,\nhowever, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such\nbalance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and\nother related expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided\nin this Section 3.14(c), the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted\nto the Master Servicer for deposit in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts\nas instructed by the Special Servicer on the day the Master Servicer receives the written accounting as provided in the previous sentence.\n\n(d)              \nThe Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting\nfor all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).\n\nSection 3.15       \nManagement of REO Property. (a)  If title to any REO\nProperty is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced\nMortgaged Property) for the benefit of the Certificateholders and the related Companion Holders, and the Trustee (as holder of the Lower-Tier\nRegular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail\nto qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by\nthe Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B)\nof the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority\nto do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in\nthe case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests)\nall as a collective whole (taking into account the subordinate or *pari passu* nature of any Companion Loans, as applicable) (as\ndetermined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to\nthe contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.\nSubject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds\nany Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the\nCode if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related Companion\nHolder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis.\nIn connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two\n(2) Business Days following receipt of such properly identified and available funds) in the applicable REO Account all revenues received\nby it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on\ndeposit therein with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such\nREO Property, including, without limitation:\n\n -234- \n\n \n\n(i)                               all insurance\npremiums due and payable in respect of such REO Property;\n\n(ii)                            all real\nestate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;\n\n(iii)                         any ground\nrents in respect of such REO Property, if applicable; and\n\n(iv)                        all costs\nand expenses necessary to maintain and lease such REO Property.\n\nTo the extent that amounts\non deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through\n(iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance\nwith the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary for such purposes\nunless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate\nAdministrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior to the occurrence of a Consultation Termination\nEvent) the Directing Certificateholder) such Advances would, if made, constitute Nonrecoverable Servicing Advances.\n\n(b)              \nWithout limiting the generality of the foregoing, the Special Servicer shall not:\n\n(i)                               permit the\nTrust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to\nany income that does not constitute Rents from Real Property;\n\n(ii)                            permit\nany amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;\n\n(iii)                         authorize\nor permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if\nmore than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan, became\nimminent, all within the meaning of Section 856(e)(4)(B) of the Code; or\n\n(iv)                        Directly\nOperate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more than\nninety (90) days after its acquisition date;\n\nunless, in any such case, the Special Servicer\nhas obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that\nsuch action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)\nof the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are\nspecified in such Opinion of Counsel.\n\n -235- \n\n \n\n(c)              \nThe Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within\nninety (90) days of the acquisition date thereof, provided that:\n\n(i)                               the terms\nand conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement reached at arm’s\nlength;\n\n(ii)                            the fees\nof such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the nature and\nlocality of the Mortgaged Property;\n\n(iii)                         any such\ncontract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses incurred\nin connection with the operation and management of such REO Property, including, without limitation, those listed in subsection (a),\nand (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer upon receipt;\n\n(iv)                        none of\nthe provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent Contractor\nshall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation and management\nof any such REO Property; and\n\n(v)                           the Special\nServicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.\n\nThe Special Servicer shall\nbe entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations\nhereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to\nlimit or modify such indemnification.\n\n(d)              \nWhen and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a\nstatement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,\nresulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the\ntenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance\nwith Sections 3.15(a) and 3.15(b).\n\nSection 3.16       \nSale of Defaulted Loans and REO Properties. (a) (i) Within\nthirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required\nto have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted\nLoan in accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process\nof obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination\nas soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer\nmay, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors,\nin each instance in accordance with a review of such\n\n -236- \n\n \n\ncircumstances and new information in accordance\nwith the Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the\nrelated Mortgaged Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master\nServicer in writing of the initial fair value determination and any adjustment to its fair value determination.\n\n(ii)                            If any\nMortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent otherwise\nrequired pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially Serviced\nLoan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other, any related\nCompanion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor Agreement in\naccordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable, shall, notwithstanding\nanything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan and cure defaults\nrelating thereto as and to the extent set forth in the related Intercreditor Agreement.\n\n(iii)                         If any\nMortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder or related\nmezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised the option\nto purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit offers\nfor each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner as will\nbe reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the Special Servicer determines,\nconsistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for\ncollection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable, the\nrelated Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related\nIntercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion\nLoan by the applicable Non-Serviced Special Servicer for the related Non-Serviced Whole Loan, the Special Servicer shall be entitled\nto sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and (ii)\nafter consulting with the Risk Retention Consultation Party, in each case, provided such Non-Serviced Mortgage Loan is not an Excluded\nLoan) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best\ninterests of the Certificateholders and the Special Servicer shall be entitled to a Liquidation Fee to the same extent that the Special\nServicer would be entitled to such Liquidation Fee had such Non-Serviced Mortgage Loan been a serviced Mortgage Loan. The Special Servicer\nis required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Risk Retention Consultation\nParty and the Directing Certificateholder (in the case of the Directing Certificateholder and any Risk Retention Consultation Party,\nother than in respect of any Excluded Loan as to such party) not less than ten (10) Business Days’ (or, if the Directing\nCertificateholder and the Special\n\n -237- \n\n \n\nServicer are affiliates, five (5) Business\nDays’) prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase\nPrice, the Special Servicer may purchase the Defaulted Loan for the Purchase Price (provided that it gives at least ten (10)\nBusiness Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days’) prior\nwritten notice of its intention to purchase such Defaulted Loan to the Directing Certificateholder and there is no higher offer within\nsuch time) or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.\n\n(iv)                        (A)  In\nthe case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii)\nabove (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to subclause (B)\nbelow, may accept the highest offer received from any Person that is determined by the Special Servicer to constitute a fair price\nfor such Defaulted Loan, if the offeror is a Person other than an Interested Person. In determining whether any cash offer from a Person\nother than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition\nto the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within\nthe prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged\nProperty and the state of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror),\nthe Trustee shall determine whether the cash offer constitutes a fair price; provided that no offer from an Interested Person\nshall constitute a fair price unless (x) it is the highest offer received and (y) if the offer is less than the applicable\nPurchase Price, at least two other offers are received from independent third parties. In determining whether any offer received from\nan Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update\nof such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine-month period\nor, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal\nwill be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.\n\nNotwithstanding anything\ncontained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person\nconstitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party\nexpert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the\nsubject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer\nconstitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination,\nthe Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs\nof all Appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be\nreimbursable by, the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed a commercially\nreasonable amount as determined by the Trustee. The Special Servicer shall use efforts consistent with the Servicing Standard to\n\n -238- \n\n \n\ncollect payment from such Interested Person.\nIf such expense is not paid by the applicable Interested Person within thirty (30) days of request therefor, such expense shall be reimbursable\nto the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the\nServicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual capacity, nor\nany of its Affiliates may make an offer for or purchase any Specially Serviced Loan.\n\n(B)             \nThe Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines ((i) with respect to\nany Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination\nEvent shall have occurred and be continuing), the Risk Retention Consultation Party subject, in each case, to the limitations on consultation\nset forth in and in accordance with Section 6.08(a) and other than with respect to any Mortgage Loan that is an Excluded Loan\nas to such party and (ii) in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion\nHolder), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the\nrejection of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan\nor an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders\nand, if applicable, the related Companion Holder constituted a single lender (taking into account the subordinate or *pari passu*nature\nof such Companion Loan, as the case may be)). In addition, the Special Servicer may accept a lower offer from any Person other than the\nSpecial Servicer or its Affiliate if it determines, in accordance with the Servicing Standard, that the acceptance of such offer would\nbe in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related\nto a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related\nCompanion Holder constituted a single lender (taking into account the subordinate or *pari passu*nature of such Companion Loan,\nas the case may be)) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms\noffered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer\nor a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans\nprior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,\nto the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.\n\n(v)                           Unless and\nuntil any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other\nresolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure, as the Special\nServicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.\n\n -239- \n\n \n\n(b)              \n(i)  (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of\na Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion\nLoan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall\nbe a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer\ndetermines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related\nCompanion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator\nand, in respect of any Mortgage Loan other than an Excluded Loan with respect to such party and prior to the occurrence of a Consultation\nTermination Event, the Directing Certificateholder and the Risk Retention Consultation Party, not less than five (5) days’ prior\nwritten notice of its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property,\nin which case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least\nequal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer,\nan Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may\nact as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that\ndoes not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into at\narm’s length.\n\n(B)             \nIn the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)\nbelow, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the Special\nServicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror is an\nInterested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is\nthe highest offer received; provided, however, that absent an offer at least equal to the Purchase Price, no offer from\nan Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers\nare received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity,\nnor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.\n\n(C)             \nThe Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the\nSpecial Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of\nthe Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective whole\n(taking into account the subordinate or *pari passu* nature of any Serviced Companion Loans). In addition, the Special Servicer may\naccept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests\nof the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective\nwhole (taking into account the subordinate or *pari*\n\n -240- \n\n \n\n*passu* nature of any Serviced Companion\nLoans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered\nby the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or\na Person that is an Affiliate of the Special Servicer.\n\n(D)            \nIn determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall\nobtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained\nby the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent expert\nshall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals, inspection reports and\nbroker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested\nPerson and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.\nIf such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable\nto the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the\nServicing Standard to collect such amounts from the applicable Interested Person. In determining whether any offer constitutes a fair\nprice for any REO Property, the Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser\nor other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition\nof such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.\n\n(ii)              \nSubject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders, in\nnegotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection\nof all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty\nby, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset\nRepresentations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary\nwarranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms\nof this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,\nthe Asset Representations Reviewer nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion\nHolder (if applicable) with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.\n\n(c)              \nAny sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative\ninterpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).\n\n -241- \n\n \n\n(d)              \nWith respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,\nif the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage\nLoan that has become a Defaulted Loan in accordance with this Section 3.16,\nthen the Special Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan\nand shall require that all offers be submitted to the Special Servicer in writing. With respect to the Serviced AB Whole Loan, the Special\nServicer shall sell the Serviced AB Subordinate Companion Loan along with the related Mortgage Loan and Pari Passu Companion Loans, as\napplicable, if it determines that a sale of the Serviced AB Whole Loan would maximize recoveries on the Serviced AB Whole Loan in accordance\nwith the Servicing Standard and the Special Servicer shall be entitled to a Liquidation Fee for the entire AB Whole Loan. In addition,\nprior to the occurrence and continuance of an AB Control Appraisal Period with respect to the Serviced AB Whole Loan, the Special Servicer\nwill only be permitted to sell the Serviced AB Whole Loan for less than the Purchase Price with the consent of the AB Whole Loan Controlling\nHolder. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes a fair price for the\nServiced Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested Person and by the Trustee\nif the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related\nMortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written\nconsent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder\nof the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer has delivered\nto the Other Servicer under the applicable Other Securitization, who shall deliver to the related directing certificateholder for the\nholder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision\nto attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package\n(together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale;\n(c) at least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for such Serviced Pari Passu Whole\nLoan, and any documents in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that\nare material to the sale price of such Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period\nof time (but no less time than is afforded to other offerors, the Directing Certificateholder and the Risk Retention Consultation Party)\nprior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents\nthat are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of the related Serviced\nPari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Serviced Whole Loan; provided,\nhowever, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding\nthe foregoing, with respect to each Serviced Pari Passu Whole Loan, the holder of the related Companion Loan may waive any of the delivery\nor timing requirements set forth in this paragraph with respect to the related Serviced Whole Loan. If the Trustee is required to determine\nwhether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering\nInterested Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least\n\n -242- \n\n \n\nfive (5) years’ experience in valuing\nloans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable care by\nthe Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates\nsuch a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.\nThe reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party\npursuant to this paragraph shall be covered by, and shall be reimbursable, from the Interested Person; provided that Trustee will\nnot engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.\n\n(e)              \n(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related\nIntercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the\nright to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of such AB Subordinate Companion\nLoan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related\nIntercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion\nLoan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate\nCompanion Loan will no longer be subject to this Agreement.\n\n(ii)                            Notwithstanding\nanything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage\nLoan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor\nAgreement.\n\n(f)               \nUnless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16\nwill be on a servicing released basis.\n\n(g)              \nIn the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant\nto the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.\n\nSection 3.17       \nAdditional Obligations of Master Servicer and Special Servicer. (a)  The\nMaster Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated\nto a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account\non each P&I Advance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating\nInterest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution\nAccount on each P&I Advance Date, without any right of reimbursement therefor.\n\n(b)              \nThe Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required\nto be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.\n\n -243- \n\n \n\n(c)              \nUpon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof\nwould exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account\nand available for distribution on the next Distribution Date, the Master Servicer, the Special Servicer or the Trustee, each at its own\noption and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance\npursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for\nsuch portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date, for\nsuccessive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage\nLoan other than in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling\nClass, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event,\nthe consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with\nthe Servicing Standard. If the Master Servicer, the Special Servicer or the Trustee makes such an election at its sole option and in its\nsole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon),\nthen such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent\ncollection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable\nAdvance shall again be payable *first* from principal collections as described above prior to payment from other collections). In\nconnection with a potential election by the Master Servicer, the Special Servicer or the Trustee to refrain from the reimbursement of\na particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination Date\nfor any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for principal\ncollections on the Mortgage Loans to be received until the end of such collection period before making its determination of whether to\nrefrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof; provided, however, that if, at\nany time the Master Servicer, the Special Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from\nobtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection\nperiod will exceed the full amount of the principal portion of general collections deposited in the Collection Account for such Distribution\nDate, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5\nInformation Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website\npursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical, and thereafter shall deliver\nsuch notice to the 17g-5 Information Provider as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice\nas required by the preceding sentence shall in no way affect the Master Servicer’s, the Special Servicer’s or the Trustee’s\nelection whether to refrain from obtaining such reimbursement as described in this Section 3.17(c). Nothing herein shall give\nthe Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections\nthen available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer, the Special Servicer or the\nTrustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating\nAgencies contemplated by this Section 3.17(c).\n\n -244- \n\n \n\nThe foregoing shall not,\nhowever, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with\nthe conditions to making such an election under this section or to comply with the terms of this section and the other provisions of this\nAgreement that apply once such an election, if any, has been made; provided, however, that the fact that a decision to recover\nsuch Nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes\nof Certificateholders shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a violation of\nthe Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary\nduty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer or the Trustee, as applicable,\ndetermines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement,\nthen the Master Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable\nAdvances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed\n*first* from principal and *then* interest). Any such election by any such party to refrain from 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 at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such\nNonrecoverable Advance. The Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, agreement to\ndefer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be\nconstrued as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders.\nNothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s,\nthe Special Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued\ninterest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall\nbe deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Special Servicer, the Trustee or the other\nparties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders\nfor any such election that such party makes as contemplated by this section or for any losses, damages or other adverse economic or other\neffects that may arise from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under\nthis Agreement. None of the Master Servicer, the Special Servicer or the Trustee shall have any liability whatsoever for making an election,\nor refraining from making an election, that is authorized under this Section 3.17.\n\nNo determination by the Master\nServicer (or the Special Servicer or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or\ninterest thereon under this section shall be construed as an agreement by the Master Servicer (or the Special Servicer or the Trustee,\nas applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement\nduring such period of deferral.\n\nWith respect to any modification\nor amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the Special\nServicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such\n\n -245- \n\n \n\nmodification or amendment, which the 17g-5\nInformation Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).\n\n(d)        \nWith respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require\nthe lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held\nin any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer, as applicable,\nmay not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not\napplying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted under the\nloan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for other purpose consistent\nwith the Servicing Standard and the loan documents, upon a subsequent default.\n\n(e)              \nWithin three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement, the Master\nServicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification or amendment\nof any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in Section 11.07.\n\nSection 3.18       \nModifications, Waivers, Amendments and Consents. (a)  Except\nas set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(c),\nSection 3.18(f), Section 3.18(g) and Section 6.08, but subject to any other conditions set forth thereunder\n(including, without limitation, the Special Servicer’s or the Master Servicer’s processing and/or consent rights pursuant\nto this subsection (a) with respect to any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer\nDecision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect\nto any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master\nServicer or Special Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant\nto the terms of the related Intercreditor Agreement), the Master Servicer shall not agree to any modification, waiver or amendment to\nthe terms of a Mortgage Loan and/or Companion Loan that constitutes a Major Decision or Special Servicer Decision without the prior written\nconsent of the Special Servicer. In connection with such consent, if the Master Servicer is processing such modification, waiver or amendment,\nthe Master Servicer shall promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment,\nthe Master Servicer’s written recommendation and analysis, and all information reasonably available to the Master Servicer that\nmay be reasonably requested by the Special Servicer in order to grant or withhold such consent; provided that in the event that\nthe Special Servicer does not respond within ten (10) Business Days (or 30 days in the case of an Acceptable Insurance Default) after\nreceipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or\nwithhold such consent, plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and,\nif applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s consent\nto such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension entered into\npursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5)\n\n -246- \n\n \n\nyears prior to the Rated Final Distribution\nDate and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest,\nthe date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of\nthe Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of\nsuch Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage\nLoan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto\nis not reasonably foreseeable, prior to any such extension, the party processing the transaction shall (1) provide the Trustee, the\nCertificate Administrator, the Master Servicer or the Special Servicer, as applicable, the Operating Advisor and ((i) prior to the\noccurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan with respect to such party)\nthe Directing Certificateholder and the Risk Retention Consultation Party, with an Opinion of Counsel (at the expense of the related Mortgagor\nto the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as\nan expense of the Trust in accordance with Section 3.11(d)) that such\nextension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the\nmeaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence\nand continuance of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of the Directing\nCertificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal\nPeriod, the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) (or other than\nwith respect to any Excluded Loan with respect to such party, consult with (x) the Directing Certificateholder (after the occurrence and\nduring the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event)\nand (y) the Risk Retention Consultation Party pursuant to the process described in Section 6.08(a) (which consent or consultation\nshall be coordinated through the Special Servicer)). Notwithstanding the foregoing, subject to the rights of the related Companion Holder\nto advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related\nIntercreditor Agreement and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a),\nthe Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer or Directing\nCertificateholder, may modify or amend the terms of any Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure\nany ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions\ntherein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced\nCompanion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not\nbe a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury\nRegulations Section 1.860G-2(b).\n\nSubject to Section 6.08,\napplicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer\nshall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any\ntime the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or\nrelated Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless\n\n -247- \n\n \n\n(i) the Master Servicer or the Special\nServicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the\nDirecting Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation\nof any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current\nratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered\nsatisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to\nSection 3.25) and (ii) such substitution would not be a “significant\nmodification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)\nor otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon an Opinion\nof Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited,\nat the expense of the Trust) with respect thereto).\n\nIn connection with (i) the\nrelease of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the lien\nof the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion\nof such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require\nthe Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related Mortgagor of) the\nloan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property\nconstituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan,\nthen such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value,\nif any, as determined by an appropriate third party.\n\nIf, following any such release\nor taking, the loan-to-value ratio (as so calculated) is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall\nrequire payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or any successor provision,\nunless the related Mortgagor provides an Opinion of Counsel (at the expense of the related Mortgagor if allowed by the terms of the related\nMortgage Loan documents, and if not allowed, at the expense of the Trust) that, if such amount is not paid, the related Mortgage Loan\nwill not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the\nrule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage).\n\nUpon receiving a request for\nany matter described in this Section 3.18(a) that constitutes a Special Servicer Decision (other than a matter listed under subclauses\n(i) and (ii) of clause (v) of Special Servicer Decisions) or a Major Decision with respect to any Non-Specially Serviced Loan, the Master\nServicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that\nthe Master Servicer shall process such request, the Special Servicer shall process such request and the Master Servicer shall have no\nfurther obligation with respect to such request or such Special Servicer Decision (other than a matter listed under subclauses (i) and\n(ii) of clause (v) of Special Servicer Decisions) or Major Decision.\n\n -248- \n\n \n\n(b)              \nIf the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or\ndeferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced\nMortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)\nof the terms of a Specially Serviced Loan (or any Non-Specially Serviced Loan with respect to which such determination derives from the\nSpecial Servicer’s consideration of a Major Decision or Special Servicer Decision that is subject to its processing and/or consent\nrights pursuant to Section 3.18(a) of this Agreement) with respect to which a payment default or other material default has occurred\nor a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an\nOfficer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present value basis\n(the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the\nholders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree\nto a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b)\nand Section 3.18(c), (y)(a) with respect to any Mortgage Loan other than any Excluded Loan with respect to the Directing\nCertificateholder, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder\n(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon\nconsultation with the Directing Certificateholder) as provided in Section 6.08 and (b) with respect to any Major Decision\nin respect of a Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, upon consultation\nwith the Risk Retention Consultation Party as provided in Section 6.08; provided that with respect to any Serviced\nAB Whole Loan, prior to the occurrence and continuance of the related AB Control Appraisal Period, the approval of the related AB Whole\nLoan Controlling Holder will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder\nshall have no consent or consultation rights, and the Risk Retention Consultation Party shall have no consultation rights, regarding the\nmatter; and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Companion Holder or with respect to\na Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise\nor consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to\nthe terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case\nof any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel\nthat such release or substitution would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury\nRegulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with\nrespect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer\nshall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major\nDecisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures\nset forth in Section 6.08 for consulting with the Operating Advisor.\n\nThe Special Servicer shall\nuse its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated Final Distribution\nDate and\n\n -249- \n\n \n\nshall not agree to a modification, waiver or\namendment of any term of any Specially Serviced Loan if such modification, waiver or amendment would (1) extend the Maturity Date\nof any such Specially Serviced Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution\nDate and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest,\nthe date occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining\nterm of the Ground Lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than\nwith respect to any Excluded Loan with respect to such party) with the consent of the Directing Certificateholder and ((i) to the extent\nsuch modification, waiver or amendment constitutes a Major Decision and (ii) other than with respect to any Excluded Loan with respect\nto such party) after consultation with the Risk Retention Consultation Party, ten (10) years prior to the expiration of such leasehold\nestate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide\nfor the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage\nRate.\n\n(c)              \nAny provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan\nis in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected\nby any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,\nwaiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related Mortgage\nNote) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”\nof the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).\n\nTo the extent consistent\nwith this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),\nthe Master Servicer (as provided in Section 3.08(a) and 3.08(b) and subject to the Special Servicer’s processing\nand/or consent rights, if any such waiver, modification or amendment constitutes a Major Decision or Special Servicer Decision) or the\nSpecial Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or\nServiced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification\nor amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations\nSection 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event. In making this determination, the Master Servicer or\nSpecial Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion\nof Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected\nfrom the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided\nthat the Master Servicer or Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor\nor such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master\nServicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that\nany prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due\non the\n\n -250- \n\n \n\nnext Due Date with respect to any Mortgage\nLoan or Serviced Companion Loan that is not a Specially Serviced Loan.\n\n(d)              \nSubject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any\nrequest by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting\nof which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of\nthe instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require\nthat such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable\nor customary fee, for the additional services performed in connection with such request; provided that the charging of such fee\nis not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).\n\n(e)              \nAll modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant\nto this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the\nrelated Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer\nin accordance with the Servicing Standard).\n\nWith respect to any modification,\nwaiver, amendment or consent for which it is responsible for processing pursuant to Section 3.18(a), the Special Servicer\nshall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during the\ncontinuance of a Control Termination Event), the Directing Certificateholder (other than (i) following the occurrence of a Consultation\nTermination Event and (ii) with respect to any Excluded Loan), the Risk Retention Consultation Party (other than with respect to\nany Excluded Loan), the applicable Companion Holder (or if such Companion Loan is included in a securitization, the master servicer of\nsuch Other Securitization) (unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period\nhas occurred, if applicable), and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information\nProvider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each\ncase, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the\ndate thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it is\nresponsible for processing pursuant to Section 3.18(a), the Master Servicer shall provide written notice of any such modification,\nwaiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer, the Directing Certificateholder (prior to the\noccurrence of a Consultation Termination Event and other than with respect to an Excluded Loan), the Risk Retention Consultation Party\n(other than with respect to any Excluded Loan), the applicable Companion Holder (unless, with respect to a holder of a Serviced AB Subordinate\nCompanion Loan, an AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage\nLoan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or the Risk Retention\nConsultation Party), the Operating Advisor and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5\nInformation Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall\ndeliver to the Custodian with a copy to the Master Servicer (if such notice\n\n -251- \n\n \n\nis being delivered by the Special Servicer)\nfor deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment,\npromptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder\n(or if such Companion Loan is in a securitization, the master servicer of such Other Securitization), if any. Following receipt of the\nMaster Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification, waiver or amendment to\nthe Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than\nthe Class R Certificates) upon request. With respect to the processing of\nany modification, waiver or consent related to any Mortgagor incurring Additional Debt or mezzanine debt, the Special Servicer (if the\nSpecial Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the\nMaster Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the later\nof (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer\nor Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such Additional Debt or mezzanine debt, deliver notice\nof the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to *cctsecnotifications@computershare.com*.\nThe notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable,\nhas the requisite information or can reasonably obtain such information, (1) the amount of Additional Debt that was incurred in the related\nCollection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and Additional Debt, and (3)\nthe aggregate LTV Ratio calculated on the basis of such Mortgage Loan and Additional Debt. In the event that either (i) the CREFC®\nInvestor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer,\nSpecial Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that\nsuch amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form\n10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act,\nthe additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer,\nSpecial Servicer and Certificate Administrator may agree on a different delivery time and format for the information set forth in this\nparagraph.\n\n(f)               \nThe Master Servicer shall process all defeasance transactions, subject to the Special Servicer’s consent with respect to\nany Special Servicer Decision relating to a defeasance. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with\nregard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the\ndefeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)\nand the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury\nRegulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an amount\nsufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate\nof an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet\nall payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with\nthe requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more\n\n -252- \n\n \n\nOpinions of Counsel (at the expense of the\nrelated Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such\nsubstituted Mortgaged Property; provided, however,\nthat, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor\nshall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related\nMortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as\na successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents\nand, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require the related Mortgagor to\npay all costs of such defeasance, including but not limited to the cost of maintaining any successor Mortgagor, and (vi) to the extent\npermissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense\nof the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that\nsuch action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion\nLoan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating\nAgency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);\nprovided, further, however, that no such confirmation from any Rating Agency shall be required to the extent that\nthe Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U for any Mortgage Loan that\n(together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date\nBalance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage\nLoans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the\nforegoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v)\nin the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related\nMortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.\n\n(g)              \nNotwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the\ncontrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)\nof the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property\npursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of\nthe defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided\nthat such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing\nand/or consent rights with respect to any such action that constitutes a Major Decision or a Special Servicer Decision) reasonably determines\nthat allowing their use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives\nan Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion\nLoan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant\nmodification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not\notherwise constitute an Adverse REMIC Event with respect\n\n -253- \n\n \n\nto either Trust REMIC; and provided,\nfurther, that the requirements set forth in Section 3.18(f)\n(including receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed\nby the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from each\nRating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification\nof its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation\nmay be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\npursuant to Section 3.25).\n\nNotwithstanding the foregoing,\nwith respect to the Mortgage Loans identified as Mortgage Loan numbers 1, 3, 5, 8, 9, 13, 18, 22, 24, 26, 27, 29, 30, 31, 32, 33, 35 and\n36 on the Mortgage Loan Schedule for which a Retained Defeasance Seller is the applicable Mortgage Loan Seller and that are subject to\ndefeasance, the related Mortgage Loan Seller has transferred to a third party or has retained on behalf of itself or an Affiliate the\nright to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any\nsuch right or obligation, the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives\nnotice of a defeasance request with respect to a Mortgage Loan for which a Retained Defeasance Seller is the related Mortgage Loan Seller,\nwhich such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master Servicer\nshall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to a Retained Defeasance\nSeller, as applicable. Until such time as the related Mortgage Loan Seller provides the Master Servicer with written notice to the contrary,\nthe notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which a Retained Defeasance Seller\nis the related Mortgage Loan Seller shall be delivered to the related Mortgage Loan Seller at its respective notice address provided under\nSection 13.05. With respect to any such Mortgage Loan that is subject to defeasance, if the successor borrower is not designated\nor formed by the related Mortgage Loan Seller or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable\nto the Master Servicer in accordance with the Servicing Standard.\n\n(h)              \nIf required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,\nthe Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible\nAccounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property\nshall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan\ndocuments. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance\nAccount for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,”\nwithin the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii).\nTo the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by\nit from defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments\nmade on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition\nof “Available Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding\n\n -254- \n\n \n\nanything herein to the contrary, in no event\nshall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days\nin the case of a leap year).\n\n(i)                \nNotwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,\nshall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies\nthat such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced\nCompanion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner\nas any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the\ncost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out\nof general collections) grant or accept any consent, approval or direction regarding the termination of the related property manager or\nthe designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is\none of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance that is at least equal\nto five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.\n\n(j)                \nNotwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in\nconnection with any defeasance transaction contemplated by clause (v) in the definition of “Special Servicer Decision,” if\napplicable, the Special Servicer shall not process, consent to or approve, as applicable, any such modification, waiver, consent or amendment\nwithout first having received a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification,\nwaiver, consent or amendment will not cause an Adverse REMIC Event.\n\nSection 3.19       \nTransfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon\ndetermining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan),\nServiced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master Servicer\nor the Special Servicer, as applicable, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event\nand (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver\nthe related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive\nof all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special\nServicer with all documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating\nto such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise\navailable to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume\nits functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence\nwithin five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix)\nor (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer\nof such Servicing Transfer Event when the Special Servicer makes the determination) and in any event\n\n -255- \n\n \n\nshall continue to act as Master Servicer and\nadministrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the\nservicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee,\nthe Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other\nthan with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided\nby the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.\nPrior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder\na copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.\n\nUpon determining that a Specially\nServiced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided\nthat (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for\nsuch purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan),\nand that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof\nto the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to a Serviced AB Whole Loan\nan AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other\nthan with respect to any Excluded Loan) the Directing Certificateholder and shall return the related Mortgage File and Servicing File\nto the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning\nsuch Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall\nterminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion\nLoan shall recommence.\n\n(b)              \nIn servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals\nof documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent within\nits possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional\nrelated Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.\n\n(c)              \nNotwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with\nrespect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced\nMortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the\nSpecial Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the\nMaster Servicer to produce any additional reports.\n\n(d)              \nNo later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)\nand, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver in\nelectronic\n\n -256- \n\n \n\nformat (i) a report (the “Asset\nStatus Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property\nand (ii) one or more additional Asset Status Reports with respect to a Specially Serviced Loan subsequent to the issuance of a Final Asset\nStatus Report to the extent that during the course of the resolution of such Specially Serviced Loan changes in the strategy reflected\nin the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect the then-current recommendation\nas to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing\nStandard (each such report a “Subsequent Asset Status Report”). The Special Servicer shall deliver each Asset Status\nReport in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder (but only in respect of any Mortgage Loan\nother than any Excluded Loan as to such party and in any event prior to the occurrence of a Consultation Termination Event), (iii) the\nRisk Retention Consultation Party (but only with respect to any Mortgage Loan other than any Excluded Loan as to such party), (iv) the\nAB Whole Loan Controlling Holder with respect to the Serviced AB Whole Loan, only to the extent the Serviced AB Subordinate Companion\nLoan is not subject to an AB Control Appraisal Period, (v) the Operating Advisor (but, other than with respect to an Excluded Loan\nas to the Directing Certificateholder or the Holder of the majority of the Controlling Class, only after the occurrence and during the\ncontinuance of a Control Termination Event, and in the case of any Serviced AB Whole Loan, only to the extent such Serviced AB Whole Loan\nis subject to an AB Control Appraisal Period), (vi) the 17g-5 Information Provider (which shall promptly post such report on the 17g-5\nInformation Provider’s Website in accordance with Section 3.13(c)) and, (vii) with respect to any related Serviced Companion\nLoan, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such Other\nSecuritization into which the related Serviced Companion Loan has been sold or to the related Companion Holder. Such Asset Status Report\nshall set forth the following information to the extent reasonably determinable based on the information that was delivered to the Special\nServicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:\n\n(i)                               a summary\nof the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;\n\n(ii)                            a discussion\nof the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that\nare applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the\nrelated Specially Serviced Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;\n\n(iii)                         the most\ncurrent rent roll and income or operating statement available for the related Mortgaged Property;\n\n(iv)                        (A) the\nSpecial Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification\nof a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing or foreclosed\nor otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such\n\n -257- \n\n \n\nproposed or taken actions, and (C) the\nalternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken actions;\n\n(v)                           the status\nof any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the\nstatus of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related\nMortgage Loan or Serviced Whole Loan;\n\n(vi)                        a description\nof any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable)\nor franchise agreement;\n\n(vii)                     the decision\nthat the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s\nrationale for its proposed decision, including its rejection of the alternatives;\n\n(viii)                  an analysis\nof whether 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 and all related assumptions;\n\n(ix)                          the Appraised\nValue of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together with a description\nof any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation of those adjustments;\nand\n\n(x)                             such other\ninformation as the Special Servicer deems relevant in light of the Servicing Standard.\n\nA summary of each Final Asset\nStatus Report shall be provided to the Certificate Administrator and the Trustee.\n\nIf within ten (10) Business\nDays (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receiving an Asset Status\nReport, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination,\nin accordance with the Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer\nwithin ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business\nDays)) is not in the best interest of all the Certificateholders, the Special Servicer shall implement the recommended action as outlined\nin such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable\nlaw, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an\nExcluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence and\ncontinuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10)\nBusiness Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receipt and\nthe Special Servicer has not made the affirmative determination described above, the Special Servicer shall revise\n\n -258- \n\n \n\nsuch Asset Status Report and deliver a new\nAsset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer,\nthe Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan,\nonly prior to the occurrence of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related\nAB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination\nEvent) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website\nin accordance with Section 3.13(c)). With respect to any Mortgage\nLoan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall\nrevise such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail\nto disapprove such revised Asset Status Report in writing within ten (10) Business Days (or, if the Directing Certificateholder and\nthe Special Servicer are affiliates, five (5) Business Days) of receiving such revised Asset Status Report or until the Special Servicer\nmakes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders;\nprovided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business\nDays following the first submission of an Asset Status Report, the Special Servicer shall follow the Directing Certificateholder’s\ndirection, if such direction is consistent with the Servicing Standard; provided, however, that if the Directing Certificateholder’s\ndirection would cause the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted\nform of Asset Status Report; provided, further, however, that such Asset Status Report does not, and is not intended\nto be, a substitute for the approvals that are specifically required pursuant to Section 6.08. Prior to a Control Termination\nEvent, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor promptly following the Directing Certificateholder\nApproval Process.\n\nThe Special Servicer may,\nfrom time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report\nshall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything\nherein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),\nthe Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an\nExcluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof,\nin accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.\n\nNo direction or disapproval\nof the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder\nto consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause\nthe Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the\nSpecial Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC,\nor (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the\nREMIC Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers,\nthe Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to\n\n -259- \n\n \n\nany claim, suit or liability or (d) materially\nexpand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.\n\nIf a Control Termination\nEvent has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination Event has occurred and\nis continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status Report prepared\nin connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred and such\nSpecially Serviced Loan is not an Excluded Loan as to such party, the Directing Certificateholder). Prior to the occurrence and continuance\nof a Control Termination Event, the Operating Advisor’s review of a Final Asset Status Report shall only provide background information\nto support the Operating Advisor’s duties concerning the Special Servicer’s compliance with the Servicing Standard, and the\nOperating Advisor shall not provide comments to the Special Servicer in respect of such Final Asset Status Report. The Operating Advisor\nshall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following\nthe later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by\nthe Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives\nto be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates),\nas a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating\nAdvisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan\nas to such party, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status Report.\nThe Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the\nOperating Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an\nExcluded Loan as to such party, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s\nand/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest\nof the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders\nand the holders of the related Companion Loan, as a collective whole (taking into account the subordinate or *pari passu* nature\nof such Companion Loan)).\n\nIf the Special Servicer determines\nto revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing Certificateholder,\nthe Special Servicer shall promptly revise the Asset Status Report, if applicable (but is under no obligation to follow any particular\nrecommendation of the Operating Advisor or the Directing Certificateholder), and deliver to the Operating Advisor and the Directing Certificateholder\nthe revised Asset Status Report (until a Final Asset Status Report is issued).\n\nAfter the occurrence and\nduring the continuance of a Control Termination Event, the Directing Certificateholder (and at any time with respect to any Excluded Loan\nas to such party) shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence\nand during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing\nCertificateholder (except with\n\n -260- \n\n \n\nrespect to any Excluded Loan or, prior to the\noccurrence and continuance of an AB Control Appraisal Period, the related Serviced AB Whole Loan), and, if a Control Termination Event\nhas occurred and is continuing, the Operating Advisor, shall consult with the Special Servicer (electronically or telephonically) and\npropose alternative courses of action and provide other feedback on a non-binding basis in respect of any Asset Status Report. After the\noccurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other\nthan in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with the Special\nServicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with\nrespect to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably\nnecessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or\nthe Directing Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation\nof the Operating Advisor or the Directing Certificateholder.\n\nNotwithstanding the foregoing,\nprior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special Servicer\nshall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant to this Agreement\nand the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over any such Asset Status Report,\nand the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related Intercreditor Agreement.\n\n(e)              \n(i)  Upon receiving notice of the occurrence of the events described in clause (iv) and (x) of the\ndefinition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master\nServicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with\nall information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it\nto negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within\nfive (5) Business Days of the occurrence of each such event.\n\n(ii)                            After the\noccurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described in\nclause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day\nperiod, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time\nsuch notice is provided to the Special Servicer pursuant to clause (i) above.\n\n(f)               \nPrior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment\nof a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall\ndeliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final Asset Status\nReport (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) and shall deliver each\nFinal Asset Status Report with respect to a Serviced AB Whole Loan prior to the\n\n -261- \n\n \n\noccurrence and continuance of an AB Control\nAppraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the AB Whole Loan Controlling Holder. With\nrespect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event,\nwithin ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business\nDays) of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary, then\nthe Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator\nfor posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).\nIf the Directing Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt\nof such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until\nthe Directing Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder\nhas not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft\nsummary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the Special\nServicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further,\nhowever, that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing\nCertificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer shall\ndeliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on\nthe Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer\nshall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status\nReport to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced\nAB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which\nFinal Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance\nwith the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver\nin electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator\nfor posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).\n\n(g)              \nNo provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because\nof any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.\n\nSection 3.20       \nSub-Servicing Agreements. (a)  The Master Servicer\nand Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its\nrespective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent\nwith this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this\nAgreement; (ii) provides that if the Master Servicer or Special Servicer, as applicable, shall for any reason no longer act in such\ncapacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon\nassume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under\n\n -262- \n\n \n\nsuch agreement, or, alternatively, may act\nin accordance with Section 7.02 under the circumstances described therein (subject to Section 3.20(g));\n(iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)) and\nthe Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement,\nbut that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately\npreceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate\nAdministrator, the Master Servicer or Special Servicer, as applicable (other than the Master Servicer or Special Servicer that enters\ninto such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder (or the related\nCompanion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits\nany purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased\nMortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only\nbe terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional manner and by such\nother Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification\nthat may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer, as the case may be, if and\nonly to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan\nunless and to the extent the Master Servicer or Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan;\n(vii) does not permit the Sub-Servicer to take any action constituting a Major Decision or a Special Servicer Decision without the consent\nof the Master Servicer or Special Servicer, as applicable (subject to the rights of the Directing Certificateholder pursuant to Section\n6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing\nFunction Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is\nnot a Prohibited Party and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement\nand such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if, among other things,\nthe Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master\nServicer, the Certificate Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement or to the\nmaster servicer, certificate administrator or depositor under any other pooling and servicing agreement governing any related Serviced\nCompanion Loan, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing\nAgreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform\nits obligations under Article XI or under any other pooling and servicing agreement governing any related Serviced Companion\nLoan. Any successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special\nservicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor master servicer or special servicer,\nas applicable (subject to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but\nneed not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder\nat the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may\nprovide (if the Sub-Servicing Agreement\n\n -263- \n\n \n\nprovides for Advances by the Sub-Servicer,\nalthough it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required\nunder the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no\nServicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred\nand to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for\nin such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as applicable, shall deliver to the Trustee copies of all Sub-Servicing\nAgreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery\nof such documents. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be\ntaken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the\nSub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the\nMaster Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly,\nin such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer\nwere the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section\n3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to\nthe terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment\nwhen a Sub-Servicer retained by it receives such payment. The Master Servicer or Special Servicer, as applicable, shall notify the Master\nServicer or the Special Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor)\nin writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the\nInitial Sub-Servicing Agreements.\n\n(b)              \nEach Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties\nit is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of\nthe related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s\nobligations under this Agreement.\n\n(c)              \nAs part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of the\nTrustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance\nand enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall\nbe required only to use reasonable efforts to cause any Initial Sub-Servicer engaged by the Master Servicer to comply with the requirements\nof Article XI. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing\nAgreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried\nout to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or the Special Servicer, as\napplicable, shall have the right to remove a Sub-Servicer retained by it (i) with respect to a Sub-Servicer other than an Initial\nSub-Servicer only, at any time it considers removal to be in accordance with the best interests of the Trust and/or the Certificateholders\nand (ii) in accordance with the terms of the related Sub-Servicing Agreement.\n\n -264- \n\n \n\n(d)              \nIn the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master\nServicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents\nand records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced\nthereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect\nthe orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.\n\n(e)              \nNotwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided\nin Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer\nshall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the\nCertificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to\nthe same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it\nis responsible, and the Master Servicer shall pay the fees of any Sub-Servicer engaged by such party thereunder as and when due from\nits own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s\ntermination under any Sub-Servicing Agreement.\n\n(f)               \nThe Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate\nto enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.\n\n(g)              \nEach Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,\nthe Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause\nand without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor master\nservicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations\nunder the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under\nthis Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;\n(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master\nServicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without further\naction upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase\nthe obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without\nthe prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).\n\n(h)              \nWith respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon\nrequest (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,\nreasonably cooperate in delivering reports and information, including remittance information, and affording access to information to the\nrelated Sub-Servicer that\n\n -265- \n\n \n\nwould be required to be delivered or afforded,\nas the case may be, to the Master Servicer pursuant to the terms hereof.\n\n(i)                \nNotwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement\nwhich provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan\nother than an Excluded Loan as to the Directing Certificateholder, prior to the occurrence and continuance of any Control Termination\nEvent, the consent of the Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable\nregulatory requirements.\n\n(j)                \nNotwithstanding anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make servicing\ndecisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents,\nwithout the consent of the Master Servicer or Special Servicer, as applicable.\n\nSection 3.21       \nInterest Reserve Account. On the P&I Advance Date occurring\nin each February and in any January that occurs in a year that is not a leap year (in each case, unless the related Distribution Date\nis the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage Loans, shall deposit into the Interest\nReserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Mortgage Loans\nas of the Due Date occurring in the month preceding the month in which the P&I Advance Date occurs at the related Net Mortgage Rate,\nto the extent a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive February\nand January pursuant to clause (i), “Withheld Amounts”).\n\n(b)              \nOn each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date),\nthe Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding\nJanuary (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.\n\nSection 3.22       \nDirecting Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within\na reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on\na monthly basis, each of the Master Servicer and the Special Servicer shall, without charge, and, at the Master Servicer’s or Special\nServicer’s option, the execution of an Investor Certification satisfying the requirements of Section 3.13(f), make a knowledgeable\nServicing Officer via telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination\nEvent and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and\nduring the continuance of any Control Termination Event, the Operating Advisor (with respect to the Special Servicer only), regarding\nthe performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the\ncase may be, is responsible.\n\n -266- \n\n \n\nSection 3.23       \nControlling Class Certificateholders, Directing Certificateholder and Risk Retention Consultation Party; Certain Rights\nand Powers of Directing Certificateholder and Risk Retention Consultation Party.\n(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate\nto provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the\nSpecial Servicer and the Operating Advisor of the Transfer of any Certificate of a Controlling Class by delivering a notice to each such\nPerson substantially in the form of Exhibit NN, the selection of a Directing Certificateholder or the resignation or removal\nthereof. The Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by\nvirtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee\nand the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To\nthe extent there is only one Controlling Class Certificateholder and it or its Affiliate is also the Special Servicer, it shall be the\nDirecting Certificateholder.\n\nOn the Closing Date, the\ninitial Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall execute and deliver to the parties\nto this Agreement a certification substantially in the form of Exhibit P-1G. Upon the resignation or removal of the existing Directing\nCertificateholder (other than any Loan-Specific Directing Certificateholder), any successor Directing Certificateholder shall execute\nand deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to each of the addressees\ntherein prior to being recognized as the new Directing Certificateholder. In any case, such notification may be delivered via electronic\nmail.\n\nOn the Closing Date, the\ninitial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H. Upon the\nresignation or removal of any existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall deliver\nto the parties to this Agreement a certification substantially in the form of Exhibit P-1H prior to being recognized as the\nnew Risk Retention Consultation Party.\n\n(b)              \nOnce a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,\nthe Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled\nto rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by Certificate\nBalance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator,\nthe Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder\nor the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator\nshall request the Controlling Class Certificateholders to select a new Directing Certificateholder. In the event that (i) the Master\nServicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority\nof the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class\nCertificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the\nDirecting Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling\nClass Certificateholder that\n\n -267- \n\n \n\nowns the largest aggregate Certificate Balance\nof the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the Master\nServicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder;\nprovided that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall\nbe entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate\nCertificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns\nthe largest aggregate Certificate Balance of the Controlling Class. The foregoing provisions shall not apply to any Loan-Specific Directing\nCertificateholder. Additionally, once the Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special\nServicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate\nOwner, if applicable) shall be entitled to rely on such selection unless the Holder of the VRR Interest entitled to appoint the Risk Retention\nConsultation Party, by Certificate Balance, or the Risk Retention Consultation Party shall have notified the Master Servicer, the Special\nServicer, the Trustee, the Certificate Administrator and the Operating Advisor, in writing, of the selection of a new Risk Retention Consultation\nParty.\n\n(c)              \nUntil it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the\nOperating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling\nClass Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.\n\n(d)              \nIn the event that no Directing Certificateholder or the Risk Retention Consultation Party has been appointed or identified to the\nMaster Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain\nsuch information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer,\nas applicable, then until such time as the new Directing Certificateholder or Risk Retention Consultation Party is identified to the Master\nServicer and Special Servicer, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide\nnotice to, or seek the approval or consent of any such Directing Certificateholder or Risk Retention Consultation Party as the case may\nbe.\n\n(e)              \nUpon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor,\nthe Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each\nControlling Class Certificateholder as reflected in the Certificate Register, including names and addresses at the expense of the Trust.\nIn addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder\nor Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall\nnotify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer, each Non-Serviced Trustee, Non-Serviced Master\nServicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Operating Advisor. Notwithstanding the\nforegoing, (a) LNR Securities Holdings, LLC shall be the initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder)\nand shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation\n\n -268- \n\n \n\nTermination Event occurs and is continuing\nand (b) LNR Securities Holdings, LLC shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed\npursuant to this Agreement.\n\nUntil it receives notice\nto the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee\nshall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Risk Retention\nConsultation Party.\n\n(f)               \nIf the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate\nAdministrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling\nClass.\n\n(g)              \nEach Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder\nmay have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the\nDirecting Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder\ndoes not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing\nCertificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one\nor more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to\na Controlling Class Certificateholder) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may\ntake any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing\nCertificateholder for having so acted.\n\nEach Certificateholder acknowledges\nand agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special relationships\nand interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation Party\nmay act solely in the interests of the Holder of the VRR Interest; (iii) the Risk Retention Consultation Party does not have any\nliability or duties to the Holders of any Class of Certificates (other than the Holder of the VRR Interest); (iv) the Risk Retention\nConsultation Party may take actions that favor interests of the Holders of one or more Classes or the VRR Interest over the interests\nof the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability\nwhatsoever (other than to the Holder of the VRR Interest) for having so acted as set forth in clauses (i) through (iv)\nabove, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer,\nemployee, agent or principal of the Risk Retention Consultation Party for having so acted.\n\n(h)              \nAll requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including\nthe access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion\nHolder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan, as applicable; provided,\nhowever, that nothing in this subsection (h)\n\n -269- \n\n \n\nshall in any way eliminate the obligation to\ndeliver any information required to be delivered under the related Intercreditor Agreement.\n\n(i)                \nUntil it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the\nTrustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information\nof the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any AB Whole Loan\nControlling Holder.\n\n(j)                \nWith respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole\nLoan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.\n\n(k)              \nThe Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2)\nBusiness Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator, Trustee, or any Certificateholder\nand provide such information to the requesting party.\n\n(l)                \n[Reserved].\n\n(m)            \nPromptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its\nstatement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide\nto the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of\nthe new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate\nAdministrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days of the existence\nor cessation of (i) any Control Termination Event or, (ii) any Consultation Termination Event. Upon the Certificate Administrator’s\ndetermination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator\nshall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to\nthis provision.\n\nIn the event that a Control\nTermination Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the\napplication of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with\nSection 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control\nTermination Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates to less than 25% of the\nOriginal Certificate Balance thereof.”\n\nIn the event that a Consultation\nTermination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate\nBalance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state:\n“A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s\naggregate Certificate\n\n -270- \n\n \n\nBalance is at least equal to 25% of the Original\nCertificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”\n\nFor so long as any Mortgage\nLoan is determined to be an Excluded Loan as to the applicable party, none of the Directing Certificateholder or any Controlling Class\nCertificateholder shall have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination\nEvent and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded Loan.\n\nThe Risk Retention Consultation\nParty shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either the Risk\nRetention Consultation Party or the Holder of the majority of the VRR Interest.\n\nSection 3.24       \nIntercreditor Agreements. (a)  Each of the Master Servicer\nand Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan\nwith mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such\nServiced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement,\nincluding, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor\nAgreement (it being understood that the terms and provisions of such Intercreditor Agreement does not affect the right of the Master Servicer,\nthe Trustee, the Certificate Administrator or the Operating Advisor to receive Servicing Fees, Trustee Fees, Certificate Administrator\nFees or Operating Advisor Fees that are payable hereunder from amounts allocable to the related Mortgage Loan pursuant to the related\nIntercreditor Agreement) and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement,\nthe related Intercreditor Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, each of the Master Servicer\nand Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the\nrelated Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent\nthat the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted\nto consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each\nmezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of\nthis Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special\nServicer further acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer\nsolely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.\n\n(b)              \nNeither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any\nentitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms\nof this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may\notherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine\n\n -271- \n\n \n\nlender, neither the Master Servicer nor the\nSpecial Servicer shall be required to comply with any instruction or direction the compliance with which requires an Advance that constitutes\nor would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute\nan expense to be borne by the Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master\nServicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless\nsuch Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this\nAgreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the\ncontact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event\nshall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing\nCertificateholder, a new Controlling Class Certificateholder or a new Risk Retention\nConsultation Party unless the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable,\nas required under Section 3.23(e) or the Master Servicer or Special Servicer, as applicable, have actual knowledge of the\nidentity and contact information of a new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention\nConsultation Party.\n\n(c)              \nNo direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer\nor Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,\nincluding the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain\nthe REMIC status of each Trust REMIC, (b) result in the imposition of a “prohibited transaction” or “prohibited\ncontribution” tax under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s,\nthe Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.\n\n(d)              \nWith respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder\nor the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect to the\nservicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related\nCompanion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder and the Risk Retention\nConsultation Party shall not be permitted to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall\nbe required to exercise such right in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing\nCertificateholder or the Risk Retention Consultation Party is the related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding\nanything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult, seek the approval or\nobtain the consent of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion\nLoan to the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion\nHolder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable,\nshall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.\n\n -272- \n\n \n\n(e)              \nNotwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies\nof any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement\nwith respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a\nServiced Whole Loan, to the related Serviced Pari Passu Companion Loan Holder, within the same time frame it is required to provide to\nthe Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to\nthe Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination\nEvent) and (ii) to consult with any related Serviced Pari Passu Companion Loan Holder on a strictly non-binding basis, to the extent\nhaving received such notices, information and reports, such related Companion Holder requests consultation with respect to any such Major\nDecisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider\nalternative actions recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business\nDays from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with\ncopies of the notice, information and report required to be provided to the Controlling Class Certificateholder, the Special Servicer\nshall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded\nwithin such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from\nthe action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal\nand delivery of all information relating thereto). Notwithstanding the consultation rights of the related Serviced Pari Passu Companion\nLoan Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth\nin the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines\nthat immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion Holder.\nIn no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion\nHolder.\n\n(f)               \nIn addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding\nparagraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer\nor Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master Servicer\nor Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or Special Servicer,\nas applicable, in which servicing issues related to the related Whole Loan are discussed.\n\n(g)              \nWith respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor\nAgreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business Days\nafter receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.\n\nSection 3.25       \nRating Agency Confirmation. (a)  Notwithstanding the\nterms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under\n\n -273- \n\n \n\nany Mortgage Loan documents or this Agreement\nrequires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”)\nattempting and/or 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, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5\nInformation Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that\nsuch Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting\nParty shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s\nWebsite) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the\nrelated Rating Agency Confirmation again (which may be through direct communication). The circumstances described in the preceding sentence\nare referred to in this Agreement as a “RAC No-Response Scenario”. Once the RAC Requesting Party has sent a request\nfor a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party, may, but shall not be obligated to send\nsuch request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).\n\nIf there is no response to\nsuch Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario\nor if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the\nrequirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating\nAgency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than\nas set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as\nif such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may\nbe, may then take such action if the Master Servicer or the Special Servicer, as the case may be, confirms its original determination\n(made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still\nbe consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or the Special Servicer,\nsuch condition shall be deemed not to apply (as if such requirement did not exist) if (i) the replacement master servicer or special servicer\nis listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S. Commercial\nMortgage Special Servicer,” as applicable, if S&P is the non-responding Rating Agency, (ii) the replacement master servicer\nor special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the\nspecial servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing concerns with respect to\nthe applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal\nof the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any\nother CMBS transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is\nthe non-responding Rating Agency.\n\nAny Rating Agency Confirmation\nrequest made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,\nshall be made in writing, which writing shall contain a cover page indicating the nature of the Rating\n\n -274- \n\n \n\nAgency Confirmation request, and shall contain\nall back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall\nbe provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request\non the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).\n\nPromptly following the Master\nServicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following\nany requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer\nor Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken\nfor the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information\nProvider’s Website in accordance with Section 3.13(c).\n\n(b)              \nNotwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan\ndocument relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release\nor substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer\nor Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation\npursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).\n\n(c)              \nFor all other matters or actions not specifically discussed in Section 3.25(a) above as to which a Rating Agency Confirmation\nis required, the applicable RAC Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.\n\nSection 3.26       \nThe Operating Advisor. (a)  The Operating Advisor shall\npromptly review (i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates\nto any Specially Serviced Loan (other than the Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal\nPeriod), and (B) that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final\nAsset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall perform its duties hereunder\nin accordance with the Operating Advisor Standard. Furthermore, the Operating Advisor shall have no obligation or responsibility at any\ntime to review the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating Advisor will not be required\nto consider such Master Servicer actions in connection with any Operating Advisor Annual Report.\n\n(b)              \nThe Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged\nInformation” and any information that appears on its face to be Privileged Information received from the Special Servicer or Directing\nCertificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without\nlimitation, in connection with the review and/or approval of any Asset Status Report), subject to any Privileged Information Exception\nor law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and\nconditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from\n\n -275- \n\n \n\nthe Special Servicer pursuant to the terms\nof this Agreement solely for purposes of complying with its duties and obligations hereunder.\n\n(c)              \n(i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s\nreview of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications\nbetween the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor\nby the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s website delivered\nduring the prior calendar year, the Operating Advisor shall (if any Mortgage Loans (other than the Serviced AB Whole Loan prior to the\noccurrence and continuance of an AB Control Appraisal Period) were Specially Serviced Loans during the prior calendar year) deliver to\nthe Trustee, the Special Servicer, the Certificate Administrator and the 17g-5 Information Provider within one hundred twenty (120) days\nof the end of the prior calendar year for which a Control Termination Event was continuing as of December 31, an annual report (the “Operating\nAdvisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its\norganization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including,\nwithout limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the\ninformation or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting\nforth whether the Operating Advisor believes that the Special Servicer is operating in compliance with the Servicing Standard and setting\nforth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the\nprior calendar year with respect to the resolution and liquidation of Specially Serviced Loans that the Special Servicer is responsible\nfor servicing under this Agreement; provided, further, however, that in the event the Special Servicer is replaced,\nthe Operating Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in\nthe prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided,\nfurther, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special\nServicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer; provided, further, that no\nannual report will be required from the Operating Advisor with respect to a Special Servicer if, during the prior calendar year, no Final\nAsset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property. In preparing any\nOperating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance with, or deviation\nfrom, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in\nits sole discretion exercised in good faith, to be immaterial, and will not be required to provide or obtain a legal opinion, legal review\nor legal conclusion. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating Advisor Annual Report will\nbe permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole Loan until after\nthe occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the\nrestrictions in this Agreement, including, without limitation, Section 3.26(d), each such Operating Advisor Annual Report shall\n(A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this\nAgreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the\n\n -276- \n\n \n\nSpecial Servicer is responsible for servicing\nunder this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan or Servicing Shift Mortgage\nLoan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject\nto any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Trustee, the Special Servicer, Certificate\nAdministrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance\nwith Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the\n17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however, that the Special\nServicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery\nto the Trustee, the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt\nany comments to the Operating Advisor Annual Report that are provided by the Special Servicer.\n\n(ii)                            In the\nevent the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is limited or\nprohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating Advisor or because\nsuch information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions in the related Operating\nAdvisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.\nThe Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any information it is provided without\nliability for any such reliance hereunder. In the event a lack of access to Privileged Information limits or prohibits the Operating\nAdvisor from performing its duties under this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions in\nthe related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of\naccess to Privileged Information.\n\n(d)              \nPrior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to\nthe occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer will\nforward any Appraisal Reduction Amount or Collateral Deficiency Amount and net present value calculations used in the Special Servicer’s\ndetermination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating\nAdvisor after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take\nany affirmative action with respect to such Appraisal Reduction Amount, Collateral Deficiency Amount and/or net present value calculations\n(except that if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall\nnotify the Special Servicer of such error).\n\n(e)              \n(i)  After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced\nAB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period,\nafter the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reduction\nAmounts, (ii) Collateral Deficiency Amounts or (iii) net present value in accordance with Section 1.02(iv), the Special Servicer\nshall forward such calculations, together with any supporting material or additional information necessary in\n\n -277- \n\n \n\nsupport thereof (including such additional\ninformation reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including\nany Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing\nsuch calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations\nand any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding\napplication of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.\n\n(ii)                            In connection\nwith this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations of the\nAppraisal Reduction Amount, Collateral Deficiency Amount or net present value or the application of the applicable non-discretionary\nportions of the formula required to be utilized for such calculation, the Operating Advisor and the Special Servicer shall consult with\neach other in order to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary\nportions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery\nof such calculations. In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement\nprior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such\ndisagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor\nand the Special Servicer and determine which calculation is to apply (and shall provide prompt written notice of such determination to\nthe Operating Advisor and the Special Servicer).\n\n(iii)                         Notwithstanding\nthe foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised by\nthe Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both a Control\nTermination Event and a related AB Control Appraisal Period\n\n(f)               \nNotwithstanding the foregoing, prior to the occurrence and continuance of an Control Termination Event, the Operating Advisor will\nbe limited to an after-the-action review of any assessment of compliance, attestation report, Final Asset Status Report and other information\ndelivered to the Operating Advisor by the applicable Special Servicer or made available to Privileged Persons that are posted on the Certificate\nAdministrator’s Website during the prior calendar year (together with any additional information and material reviewed by the Operating\nAdvisor), and, therefore, it shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications,\nconsents, waivers, lockbox management, Insurance Policies, borrower substitutions, lease changes, additional borrower debt, defeasances,\nproperty management changes, releases from escrow, assumptions and other similar actions that such Special Servicer may perform under\nthis Agreement.\n\n(g)              \nThe Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”\nand any information that appears on its face to be Privileged Information confidential and shall not disclose such information to any\nother Person (including any Certificateholders other than the Directing Certificateholder), other than\n\n -278- \n\n \n\n(1) to the extent expressly required by\nthis Agreement to the other parties to this Agreement with a notice indicating that such information is Privileged Information, (2) pursuant\nto a Privileged Information Exception or (3) where necessary to support specific findings or conclusions concerning deviations from the\nServicing Standard or the Special Servicer’s obligations under this Agreement (i) in the Operating Advisor Annual Report or (ii)\nin connection with a recommendation by the Operating Advisor to replace the Special Servicer.\nEach party to this Agreement that receives Privileged Information shall not disclose such Privileged Information to any other Person without\nthe prior written consent of the Special Servicer and, unless a Consultation Termination Event has occurred, the Directing Certificateholder\n(with respect to any Mortgage Loan other than any Non-Serviced Mortgage Loan and any Excluded Loan as to such party) other than pursuant\nto a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information\nwith its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions\napplicable to the Operating Advisor. In addition, with respect to the Operating Advisor’s review of net present value and Cumulative\nAppraisal Reduction Amount calculations as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall\nnot take into account the reasonableness of Special Servicer’s property and borrower performance assumptions or other similar discretionary\nportions of the net present value and Cumulative Appraisal Reduction Amount calculation.\n\nNotwithstanding anything\nin this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance shall be based\non the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, the Special Servicer shall provide\nthe Operating Advisor reasonable access, at the Special Servicer’s offices during normal business hours, to the Special Servicer’s\npolicies and procedures. The Operating Advisor will be permitted to review such policies and procedures but will not be permitted to retain\nhard copies and will not be provided with any electronic copies or soft copies. The Operating Advisor shall keep all information contained\nin the policies and procedures strictly confidential, except (A) the Operating Advisor may disclose such information if (i) such information\nbecomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the Operating Advisor,\nor (ii) such disclosure is required by applicable law, rule, order or regulation (as demonstrated by evidence reasonably satisfactory\nto the Special Servicer) and (B) the Operating Advisor may disclose a particular portion of the policies and procedures solely when necessary\nto support specific conclusions concerning material deviations from the Servicing Standard and the Special Servicer’s obligations\nunder this Agreement (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor\nto replace such Special Servicer as the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing,\nthe Operating Advisor will be permitted to share such information with its Affiliates and any subcontractors of the Operating Advisor\nto the extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement and provided such Operating\nAdvisor’s Affiliates and subcontractors agree in writing prior to their receipt of such information to be bound by the same confidentiality\nprovisions applicable to the Operating Advisor. The Operating Advisor’s assessment may not take into account the fact that such\nSpecial Servicer provided the Operating Advisor’s physical access to such Special Servicer’s written policies and procedures\n(without permitting electronic copies) pursuant to the provisions of this Agreement. Nothing set forth herein shall limit or affect the\nscope of the Operating Advisor’s review in connection with\n\n -279- \n\n \n\nits preparation of the Operating Advisor Annual\nReport, provided that the Operating Advisor’s access to or reliance upon such Special Servicer’s written policies and procedures\nshall be subject to the terms of this paragraph. During any period when the Special Servicer is not LNR Partners, LLC, or an affiliate\nof LNR Partners, LLC, the requirements contained in this paragraph shall be null and void.\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 proposed by Privileged Persons from time to time in accordance\nwith the terms of Section 4.07(a).\n\n(i)                \nAs compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each\nDistribution Date with respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan, but excluding any Companion Loan)\nor each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating\nAdvisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan (including each Non-Serviced\nMortgage Loan, but excluding any Companion Loan) or REO Loan, as the case may be, and in the same manner as interest is calculated on\nthe related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period\nrespecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.\n\nThe Operating Advisor shall\nbe entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b),\nsuch amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each successor\nOperating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.\n\nIn addition, the Operating\nAdvisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has\nconsultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account\nas provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting Fee is actually\nreceived from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major Decision under this\nAgreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing\nStandard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision\nbut only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as applicable,\nmay waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full\nor partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take\nany enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided\nthat the 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. Notwithstanding the foregoing, the Operating Advisor shall have no obligations or consultation\n\n -280- \n\n \n\nrights as Operating Advisor with respect to:\n(i) any Non-Serviced Whole Loan or any related REO Property or (ii) with respect to a Serviced AB Whole Loan, prior to the occurrence\nand continuance of both an AB Control Appraisal Period and a Control Termination Event; provided,\nfurther, that the Operating Advisor shall not be entitled to an\nOperating Advisor Consulting Fee with respect to any Mortgage Loan for which the Operating Advisor does not have related consultation\nobligations under this Agreement.\n\n(j)                \nAfter the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon\n(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application\nof any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal\nReduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such\nCertificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment\nby such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator\nin connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation\nfrom each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will\nnot constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders\nof such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b),\nand concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction\nof Holders evidencing at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction Amounts\nto notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable), the Trustee\nshall immediately terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or\nobligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification\nrights (arising out of events occurring prior to such termination)) by prior written notice to the replacement Operating Advisor, and\nthe proposed successor operating advisor will be appointed.\n\n(k)              \nAfter the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders\nrepresenting at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally\nreduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and\nappoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective\nuntil a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.\nNo such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating Advisor that accrued\nprior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification\nrights (arising out of events occurring prior to such termination). The Trustee may rely on a certification by the replacement Operating\nAdvisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the\nOperating Advisor, the Trustee shall, as soon as possible, be required to give written notice of the termination and appointment to the\nSpecial Servicer, the\n\n -281- \n\n \n\nMaster Servicer, the Certificate Administrator,\nthe 17g-5 Information Provider, the Depositor, the Directing Certificateholder (but only if no Control Termination Event or Consultation\nTermination Event has occurred), the Risk Retention Consultation Party, any Companion Holder and the Certificateholders. Notwithstanding\nthe foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating\nAdvisor, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint\na successor operating advisor so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor operating\nadvisor and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its\nobligations hereunder.\n\n(l)                \nThe Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event\nhereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator\nof the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating\nAdvisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver\nof an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover\nall costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event\nprior to such waiver from the Trust.\n\n(m)            \nPrior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to\nconsent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed\npursuant to this Section 3.26; provided, that such consent will be deemed to have been granted if no objection is made\nwithin ten (10) Business Days following the Directing Certificateholder’s receipt of the request for consent and, if granted\nor deemed granted, such consent cannot thereafter be revoked or withdrawn.\n\n(n)              \nThe Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written\nnotice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations\nReviewer, the Risk Retention Consultation Party and the Directing Certificateholder, if applicable, and (b) upon the appointment\nof, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the\nTrustee of Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the\nappointment within thirty (30) days after the notice of resignation, the resigning Operating Advisor may petition any court of competent\njurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating\nAdvisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities\nand obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee\nand the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.\n\n -282- \n\n \n\n(o)              \nIn the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class R Certificates,\nthen all of the rights and obligations of the Operating Advisor shall terminate without payment of any penalty or termination fee (other\nthan any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other\nthan indemnification rights arising out of events occurring prior to such termination). In connection with any termination pursuant to\nthis Section 3.26(o), no successor Operating Advisor shall be appointed. Upon receipt of written notice of such acts by a Responsible\nOfficer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination pursuant to this Section\n3.26(o).\n\n(p)              \nIn the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and\nunpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses\npursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.\n\n(q)              \nThe parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,\nthat (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions\ntaken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting\nparty to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other\nduty except with respect to its specific obligations under this Agreement, and shall have no duty or liability to any particular Class\nof Certificates, particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute an “investment\nadviser” within the meaning of the Investment Advisers Act of 1940, as amended or a “broker” or “dealer”\nwithin the meaning of the Exchange Act.\n\n(r)               \nNeither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,\nhowever, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of\nthe Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain\npolicies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel\ninvolved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to information\nregarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information regarding its\ninvestment activities.\n\n(s)               \nThe Operating Advisor shall have the right to resign without cost or expense on or after the first Distribution Date on which the\naggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the\naggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement hereto. The Operating Advisor shall provide\nall of the parties to this Agreement and the Directing Certificateholder thirty (30) days prior written notice of any such resignation\npursuant to this Section 3.26(s). If the Operating Advisor resigns pursuant to this Section 3.26(s), then no replacement\noperating advisor shall be appointed. The resigning Operating Advisor shall be entitled, and subject, to any rights and obligations that\naccrued under this Agreement prior to the date of any such resignation (including accrued and unpaid\n\n -283- \n\n \n\ncompensation) and any indemnifications rights\narising out of events occurring prior to such resignation.\n\n(t)                \nWith respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is\ncontinuing, or has terminated, the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator\nof notice thereof pursuant to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor\nthat are performed only after the occurrence and continuance of a Control Termination Event or Consultation Termination Event, the Operating\nAdvisor shall have no obligation to perform any such duties until the receipt of such notice.\n\n(u)              \nThe Operating Advisor may delegate its duties to agents or Subcontractors to the extent such agents or Subcontractors satisfy clauses (c),\n(d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements with such\nagents or Subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s duties and obligations;\nprovided that no agent or Subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the\nDepositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have\nbeen paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the\nCertificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence\nor other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor\nshall remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without\ndiminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue\nof indemnification from any Person acting as its agents or Subcontractor to the same extent and under the same terms and conditions as\nif the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter\ninto an agreement with any agent or Subcontractor providing for indemnification of the Operating Advisor by such agent or Subcontractor,\nand nothing contained in this Agreement shall be deemed to limit or modify such indemnification.\n\nSection 3.27       \nCompanion Paying Agent. (a)  With respect to each of\nthe Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes\nto perform such duties and only such duties as are specifically set forth in this Agreement.\n\n(b)              \nNo provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure\nto act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying\nAgent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for\nthe performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion\nPaying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely,\nas to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions,\nreports,\n\n -284- \n\n \n\ndocuments, orders or other instrument furnished\nto the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement.\n\n(c)              \nIn the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII\nof this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.\n\n(d)              \nThis Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying\nAgent, as regards to rights accrued prior to such resignation or removal.\n\nSection 3.28       \nCompanion Register. The Companion Paying Agent shall maintain a\nregister (the “Companion Register”) with respect to each Serviced Companion Loan on which it will record the names\nand address of, and wire transfer instructions for, the related Serviced Companion Noteholders from time to time, to the extent such information\nis provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective\nname and address, are listed on Exhibit S. In the event a Serviced Companion Noteholder transfers a Serviced Companion Loan\nwithout notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Companion\nLoan and shall have no obligation to recover and redirect such payment.\n\nThe Companion Paying Agent\nshall promptly provide the name and address of the Serviced Companion Noteholder to any party hereto or any successor Serviced Companion\nNoteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion\nPaying Agent shall have no liability to any Person for the provision of any such name and address.\n\nFor the avoidance of doubt,\nunless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement: (x) any notices, reports or other\ninformation required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Noteholder with respect to\na Serviced Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under the Other Pooling\nand Servicing Agreement; and (y) any notices, reports or other information required to be delivered pursuant to this Agreement by any\nparty hereto to a holder of a Non-Serviced Companion Loan shall be provided to the applicable Non-Serviced Master Servicer under the related\nNon-Serviced PSA.\n\nSection 3.29       \nCertain Matters Relating to the Non-Serviced Mortgage Loans. (a)  In\nthe event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced\nSpecial Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special\nServicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced\nMaster Servicer or the applicable Non-Serviced Special Servicer, as the case may be.\n\n -285- \n\n \n\n(b)              \nIf any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master\nServicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,\nthe Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.\n\n(c)              \nIn connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion\nLoan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,\nthe Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder\nin attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder\nreasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.\n\n(d)              \nIn connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or\nmaterials required to be furnished by such Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant\nto the related Intercreditor Agreement, the Master Servicer shall, prior to the occurrence and continuance of a Control Termination Event,\nforward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer may (with\nthe consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any timing\nor delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.\n\n(e)              \nWith respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control\nTermination Event, or the Special Servicer, following the occurrence and during the continuance of a Control Termination Event, shall\nbe entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note\nHolder” (or similar term identified in the related Intercreditor Agreement) as and to the extent provided in the related Intercreditor\nAgreement.\n\n(f)               \nWith respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement\nand incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.\n\n(g)              \nWith respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous\nterm defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the\nMaster Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations Reviewer\nor any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the Other Asset Representations\nReviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations Reviewer or such other\nrequesting party, but only to the extent such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee\nor the Custodian, as the case may be.\n\n -286- \n\n \n\n(h)              \nOn a Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage\nFile (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained by the\nCustodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and\nretain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan\nSeller that the applicable Servicing Shift Control Note has been or is being securitized and identifying the related Servicing Shift Date,\ntransfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift\nWhole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii) of\nthe definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer\nidentified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift Date.\n\n(i)                \nPromptly upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change\n(together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate\nAdministrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.\n\n(j)                \nWith respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder identified\nin clause (B) of the definition of “Directing Certificateholder”, prior to the occurrence and continuance of a Consultation\nTermination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination Event, shall\nbe entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling\nNote Holder” (or similar term identified in the related Intercreditor Agreement) as and to the extent provided in the related Intercreditor\nAgreement.\n\nSection 3.30       \nLitigation Control.\n\n(a)              \nWith respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Special Servicer Loan), any Serviced\nWhole Loan or any related REO Loan or related REO Property, the Special Servicer shall in accordance with the Servicing Standard, direct,\nmanage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related Mortgage Note or any affiliates\nthereof (each a “Borrower-Related Party”) against the Trust (including, without limitation, any action in which both\nthe Trust and the Master Servicer are named), and/or the Special Servicer or any predecessor master servicer or special servicer, and\nrepresent the interests of the Trust in any litigation relating to the rights and obligations (or the enforcement of obligations) of the\nTrust, or of the Mortgagor or other Borrower-Related Party, under the related Mortgage Loan or Whole Loan, as applicable, or with respect\nto the related Mortgaged Property or other collateral securing such Mortgage Loan or Whole Loan, or otherwise with respect to the enforcement\nof the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Loan-Related Litigation”).\nIn the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related\nLitigation (and regardless of whether the Trust is named in such Loan-Related Litigation), the Master Servicer shall notify the Special\nServicer of such\n\n -287- \n\n \n\nlitigation as soon as reasonably practicable\nbut in any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Loan-Related Litigation.\nThe Operating Advisor shall not be required to review the actions of the Special Servicer with respect to Loan-Related Litigation unless\nsuch review is otherwise related to the performance of the Operating Advisor’s duties, rights and obligations in respect of a Final\nAsset Status Report and/or Asset Status Report.\n\n(b)              \nWith respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in Loan-Related Litigation, and\nneither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately\npreceding subsection, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to time on a more frequent\nbasis) status reports to the Special Servicer, regarding such Loan-Related Litigation; provided, however, nothing in this\nrequirement to deliver a status report shall require or obligate the Master Servicer to provide privileged or confidential information;\n(ii) use reasonable efforts to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as\nthe Master Servicer remains a party to such lawsuit, consult with, and take direction from, the Special Servicer with respect to material\ndecisions and material monetary settlements related to the interests of the Trust in such Loan-Related Litigation, including but not limited\nto the selection of counsel. If and/or when the Trust and/or the Special Servicer are named, the Special Servicer shall assume control\nof the Loan-Related Litigation as provided in Section 3.30(a) above; the Master Servicer shall no longer have the reporting obligations\nset forth above and the Special Servicer’s selection of counsel shall be subject to the consent of the Master Servicer which consent\nshall not be unreasonably withheld. Further, the Master Servicer shall have the right to engage separate counsel relating to claims against\nthe Master Servicer to the extent set forth in Section 3.30(e) if there are claims against the Master Servicer.\n\n(c)              \nThe Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related\nLitigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Directing Certificateholder\n(only if the related Mortgage Loan is not an Excluded Loan as to such party and for so long as no Consultation Termination Event has occurred\nand is continuing and to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided\nthat the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder),\nand the related holder of any Companion Loan (if such matter affects such related Serviced Companion Loan and to the extent the identity\nof the holder of such Serviced Companion Loan is actually known to the Special Servicer), and the Directing Certificateholder (only if\nthe related Mortgage Loan is not an Excluded Loan as to such party and for so long as no Control Termination Event has occurred and is\ncontinuing) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all\ninformation that the Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt of the subject\nnotice (it being understood and agreed that if such written objection has not been received by the Special Servicer within such 5 Business\nDay period, then the Directing Certificateholder shall be deemed to have approved the taking of such action); provided that, if the Special\nServicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders\nand, with respect to a Serviced Whole Loan, the related Companion Holders,\n\n -288- \n\n \n\nthe Special Servicer may take such action without\nwaiting for the Directing Certificateholder’s response.\n\n(d)              \nNotwithstanding anything to the contrary in this Section 3.30, neither the Special Servicer nor the Master Servicer shall\nfollow any advice, direction or consultation provided by the Directing Certificateholder, the Risk Retention Consultation Party, the Operating\nAdvisor or any other party to this Agreement that would require or cause the Special Servicer or the Master Servicer, as applicable, to\nviolate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master Servicer,\nas applicable, to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer, as applicable, to\nviolate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates,\nofficers, directors or agents to any claim, suit or liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC,\nresult in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,\nor materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s or\nthe Trustee’s, as applicable, responsibilities under this Agreement.\n\n(e)              \nNotwithstanding the right of the Special Servicer provided in this Section 3.30 to represent the interests of the Trust\nin Loan-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.30,\nthe Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited\nto the right to engage separate counsel, to make settlement decisions and to appear in any proceeding on its own behalf. The cost related\nto or incurred in connection with exercising such rights shall be subject to indemnification as and to the extent provided in this Agreement.\n\n(f)               \nFurther, nothing in this Section shall require the Master Servicer, the Special Servicer or any other party to this Agreement to\ntake or fail to take any action which, in such party’s reasonable judgment and in accordance with the Servicing Standard, may (i)\ncause any Trust REMIC created hereunder to fail to qualify as a REMIC for federal income tax purposes, result in the imposition of “prohibited\ntransaction” or “prohibited contribution” tax under the Code, or otherwise result in a violation of the REMIC Provisions,\n(ii) cause the Master Servicer or the Special Servicer to violate the Servicing Standard, (iii) result in a violation of applicable law\nor the Mortgage Loan documents or (iv) subject the Master Servicer, the Special Servicer or other such party to liability, or materially\nexpand the scope of the Master Servicer’s, the Special Servicer or such party’s obligations under this Agreement.\n\n(g)              \nIn the event where the Master Servicer or Special Servicer is named party neither the Special Servicer nor the Master Servicer\nshall settle on behalf of the Master Servicer or the Special Servicer, as applicable, any Loan-Related Litigation without such party’s\nconsent unless: (A) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief\non the part of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer are each fully\nreleased, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement,\nand payment of such cost or judgment is provided for in this Agreement, (C) each of the Master Servicer and the Special Servicer is and\nshall be indemnified as and to the\n\n -289- \n\n \n\nextent provided in this Agreement for all costs\nand expenses incurred in defending and settling the Loan-Related Litigation and for any judgment, (D) any such action taken by the Master\nServicer or the Special Servicer at the direction of the other shall be deemed (as to the party taking the action) to be in compliance\nwith the Servicing Standard, and (E) the Master Servicer or the Special Servicer, as applicable, provides the Master Servicer or the Special\nServicer, as applicable, with assurance reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, as to the\nitems in clauses (A), (B), (C) and (D).\n\n(h)              \nIn the event both the Master Servicer and the Special Servicer or Trust are named in Loan-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 3.30.\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 Loan-Related Litigation\non behalf of the Trust in accordance with the Servicing Standard.\n\n(j)                \nNotwithstanding the foregoing and subject to the power of attorney, (x) in the event that any action, suit, litigation or proceeding\nnames the Trustee, Certificate Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the event that\nany judgment is rendered against the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual\ncapacity, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, upon prior written notice to the Master\nServicer or the Special Servicer, as applicable, may retain separate counsel and appear in any such proceeding on its own behalf in order\nto protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (y) in the event of\nany action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations\nof a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans\nor Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee,\nCertificate Administrator, Custodian or Operating Advisor, as applicable, (i) initiate an action, suit, litigation or proceeding in the\nname of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, whether in such capacity or individually,\n(ii) engage counsel to represent the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (iii) settle any\nclaim giving rise to liability to the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual\ncapacity, or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other\nsimilar actions with the intent to cause, and that actually causes, the Trustee, Certificate Administrator, Custodian or Operating Advisor,\nas applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall\nbe responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator, Custodian or Operating Advisor to grant\nsuch consent); and (z) in the event that any court finds that the Trustee, Certificate Administrator, Custodian or Operating Advisor,\nas applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement\nor any Mortgage Loan, the Trustee, the Certificate\n\n -290- \n\n \n\nAdministrator, the Custodian or the Operating\nAdvisor, as applicable, shall have the right to retain separate counsel and appear in any such proceeding on its own behalf in order to\nprotect and represent its interests, whether as Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, or\nindividually (but not to otherwise direct, manage or prosecute such litigation or claim); provided, however, nothing in this subsection\nshall be interpreted to preclude the Special Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage\nLoan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence and continuance\nof a Control Termination Event or Consultation Termination Event, respectively to the extent required in this Section 3.30) from\ninitiating any action, suit, litigation or proceeding in its own name as representative of the Trust. References to Mortgage Loans (including\nreferences to Mortgagors, guarantors, obligors and Mortgaged Properties) in this Section 3.30 shall mean Mortgage Loans (other\nthan any Non-Serviced Mortgage Loans).\n\nNotwithstanding the foregoing\nor anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall have no force and effect\nwith respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced or at any time during the continuance\nof such Loan-Related Litigation, LNR Partners, LLC is no longer the Special Servicer with respect to the related Mortgage Loan or related\nWhole Loan or has received notice of its replacement as Special Servicer with respect to the related Mortgage Loan or related Whole Loan\n(whether or not such replacement is effective) or such related Mortgage Loan or Whole Loan is an Excluded Special Servicer Loan in respect\nof LNR Partners, LLC as Special Servicer, or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter,\nor any of their respective affiliates is an adverse party (with respect to the Trust or the Special Servicer) in such Loan-Related Litigation\nor holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any\nportion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to in writing by\neach of the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is such a party or holds such\ninterest. In each case under clause (ii) above, the applicable party listed above shall provide notice of such occurrence to the Master\nServicer pursuant to this Agreement. For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special Servicer\nrelating to any Loan-Related Litigation shall be limited solely to the representation of the Trust and itself, separate and apart from\nthe interests of any other party thereto. For the further avoidance of doubt, in such circumstance described in this paragraph, the rights\nand obligations of the Master Servicer and the Special Servicer relating to litigation shall be as otherwise set forth with respect to\nservicing in this Agreement.\n\nSection 3.31       \n[Reserved].\n\nSection 3.32       \n[Reserved]. \n\nSection 3.33       \nDelivery of Excluded Information to the Certificate Administrator. (a) Any\nExcluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate\nAdministrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail\n(or such other electronic means as is mutually acceptable to the parties) in one or more separate files\n\n -291- \n\n \n\nlabeled “Excluded Information”\nfollowed by the applicable loan name and loan file to *CCTCMBSExcludedInformation@computershare.com*. For the avoidance of doubt,\nany information that is not appropriately labeled and delivered in accordance with this Section 3.33(a)\nshall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately\nlabeled and delivered to the Certificate Administrator pursuant to this Section 3.33(a) shall be posted on the Certificate\nAdministrator’s Website under the “Excluded Information” section, as provided under Section 3.13. When so\nposted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded\nControlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the\nCertificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).\nNone of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver\nany Excluded Information in accordance with this Section 3.33(a) until such party has received written notice with respect\nto the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.\n\nNothing set forth in this\nAgreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing\nany Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such\nControlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such Excluded Controlling\nClass Holder via the Certificate Administrator’s Website, such Directing Certificateholder or Controlling Class Certificateholder\nthat is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to reasonably request and\nobtain such information in accordance with Section 3.13(a) and Section 4.02(f) of this Agreement.\n\nSection 3.34       \nCertain Matters with Respect to Joint Mortgage Loans.\n\n(a)              \nIf a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,\nor substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.34(a)) (a “Repurchased Note”)\nrelated to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage\nLoan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the\nprovisions of this Section 3.34 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to this\nAgreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related\nMortgage Loan Purchase Agreement that the terms set forth in this Section 3.34 with respect to the servicing and administration\nof such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased\nor, by way of substitution, otherwise removed from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan\nis included in the Trust until such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the\nTrust. For purposes of this Section 3.34, Section 13.01(l) and Section 13.08(a) only, “Mortgage Note”\nshall mean with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined\nin Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes.\n\n -292- \n\n \n\n(b)              \nCustody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held\nexclusively by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-Serviced Custodian\nunder the related non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain title to its original Repurchased\nNote(s) and any related endorsements thereof.\n\n(i)                               All of the\nMortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note shall have priority\nor preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related Mortgagor (including,\nwithout limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note shall be collected as provided\nin this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer *pro rata*to each related Mortgage\nNote based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.34(b)(ii). Payments or any other amounts\nreceived with respect to the related Repurchased Note shall be held in trust for the benefit of the applicable Repurchasing Mortgage\nLoan Seller and remitted (net of its *pro rata* share of amounts payable at the Administrative Cost Rate and any other amounts due\nto the Master Servicer or Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the Master Servicer\non each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited and applied\nin accordance with this Agreement, subject to Section 3.34(b)(ii). If any Joint Mortgage Loan to which this Section 3.34\napplies becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and\nshall be applied upon receipt by the Master Servicer *pro rata* to each related Mortgage Note based on its respective Mortgage Loan\nSeller Percentage Interest, subject to Section 3.34(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint\nMortgage Loan subject to this Section 3.34 shall be allocated to each related Mortgage Note, *pro rata* based upon the respective\nunpaid principal balances thereof.\n\n(ii)                            If the\nMaster Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under any\nsuch Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from the Master Servicer\nan amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and shortfalls relating solely\nto such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances, interest on Servicing\nAdvances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the applicable Mortgage Notes),\nshall be allocated between the holders of the related Mortgage Notes pro rata based upon the respective unpaid principal balances thereof.\nIn no event shall any costs, expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than the applicable\nJoint Mortgage Loan be deducted from payments or any other amounts received with respect to such Joint Mortgage Loan and payable to the\napplicable Repurchasing Mortgage Loan Seller.\n\n -293- \n\n \n\n(iii)                         A Joint\nMortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.34 applies shall be serviced for the benefit\nof the applicable Repurchasing Mortgage Loan Seller, the Certificateholders and any Companion Holders pursuant to the terms and conditions\nof this Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if (A) such Joint Mortgage\nLoan were a Serviced Whole Loan (and, if such Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue\nto be subject to, and serviced and administered, pursuant to the applicable Intercreditor Agreement. If such Joint Mortgage Loan is not\nsubject to an Intercreditor Agreement, prior to the transfer of the repurchased note to the repurchasing Mortgage Loan Seller, the Master\nServicer or Special Servicer, as applicable, shall enter into an Intercreditor Agreement drafted and prepared by the Master Servicer\nor Special Servicer, as applicable, that provides, among other things as reasonably determined by the Master Servicer or Special Servicer,\nas applicable, pursuant to the Servicing Standard, that such Joint Mortgage Loan will be serviced pursuant to this Agreement and servicing\ndecisions with respect to such Joint Mortgage Loan will be made by the Master Servicer or the Special Servicer pursuant to this Agreement\nas with respect to any other Serviced Mortgage Loan included in the Trust); provided that any such Intercreditor Agreement that would\n(a) materially increase the scope of the Master Servicer’s obligations under the subject agreement or this Agreement, (b) reduce\nany compensation due to Master Servicer, or modify the obligations of noteholders to pay their pro rata share of compensation due to\nthe Master Servicer, under the subject agreement or this Agreement, (c) change the terms related to any advancing obligations or right\nto reimbursement, including related to reimbursement of advances, or interest on advances, or the obligations of noteholders to pay their\npro rata share of such advances or interest thereon, under the subject agreement or this Agreement, (d) modify the Master Servicer’s\nright to reimbursement of any expense or the obligations of noteholders to pay their pro rata share of expenses, or cause the Master\nServicer to incur additional expenses as provided for in the subject agreement or this Agreement, or (e) modify the timing of reports\nor remittances required to be delivered by the Master Servicer under the subject agreement or this Agreement, will additionally require\nthe consent of the Master Servicer as a condition to its effectiveness; provided, further that reasonable out-of-pocket expenses (including\nlegal fees and expenses) of the Master Servicer and/or the Special Servicer associated with drafting, reviewing, negotiating and executing\nof such Intercreditor Agreement shall be paid or reimbursed by the Trust to the Master Servicer and/or the Special Servicer as unreimbursed\nexpenses reasonably incurred in connection the repurchase of a Mortgage Loan or note and included in the Purchase Price of the repurchased\nnote, (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage Loan and (2) the only Mortgage Loan that\nis part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related Repurchased Note were a Serviced Pari Passu\nCompanion Loan. A Joint Mortgage Loan to which this Section 3.34 applies that is a Non-Serviced Mortgage Loan shall be serviced\nfor the benefit of the applicable Repurchasing Mortgage Loan Seller, the Certificateholders and any Companion Holders pursuant to the\nterms and conditions of the Non-Serviced PSA. No Repurchasing Mortgage Loan Seller shall be permitted to terminate the Master Servicer,\nthe Special Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively, of the related Repurchased\nNote. All rights of the\n\n -294- \n\n \n\nmortgagee under each such Joint Mortgage\nLoan shall be exercised by the Master Servicer, the Special Servicer, the Non-Serviced Master Servicer or the Non-Serviced Special Servicer,\nas applicable, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller and any\nCompanion Holders in accordance with this Agreement or the Non-Serviced PSA, as applicable.\n\n(iv)                        The related\nRepurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder on a pari passu\nbasis. Other than with respect to a Joint Mortgage Loan that is a Non-Serviced Mortgage Loan, funds collected by the Master Servicer\nor the Special Servicer, as applicable, and applied to the applicable Mortgage Notes shall be deposited and disbursed in accordance with\nthe provisions hereof relating to holders of promissory notes comprising Serviced Whole Loans that are pari passu in right of payment.\nCompensation shall be paid to the Master Servicer, the Special Servicer and the Operating Advisor with respect to each Repurchased Note\nas provided in this Agreement as if each such Repurchased Note were a Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion\nLoan, as applicable. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special Servicer or\nthe Operating Advisor shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related Mortgage\nNote is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the Master\nServicer and the Special Servicer shall have no reporting requirement with respect to any Repurchased Note other than to deliver to the\nrelated Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced Pari Passu Companion\nLoan or Non-Serviced Pari Passu Companion Loan, as applicable, hereunder.\n\n(v)                           Notwithstanding\nany of the foregoing to the contrary, with respect to each Joint Mortgage Loan, the terms of the related Intercreditor Agreement shall\ncontinue to apply to all of the Mortgage Notes comprising such Mortgage Loan, including any Repurchased Note.\n\n(c)              \nIf any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.34 applies is a Specially\nServiced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall\ncause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller in accordance\nwith the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation\nFee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion Loan.\n\n(d)              \nIf (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief\nor expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable Mortgage\nNotes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing Mortgage Loan\nSeller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at\nany time that any amount received or collected by the Master Servicer in respect of\n\n -295- \n\n \n\nany Joint Mortgage Loan to which this Section\n3.34 applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency law or otherwise,\nnotwithstanding any other provision of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to\nthe related Repurchasing Mortgage Loan Seller, and such Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer\nrepay (which obligation shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have distributed\nto such Repurchasing Mortgage Loan Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to the\nrelated Mortgagor or such other person or entity with respect thereto.\n\n(e)              \nSubject to this Agreement and any Non-Serviced PSA (including, without limitation, the consent and consultation rights of the Directing\nCertificateholder and any consultation rights of the Operating Advisor or analogous rights under the Non-Serviced PSA), the Master Servicer,\nthe Special Servicer, the Non-Serviced Master Servicer or the Non-Serviced Special Servicer, as applicable, on behalf of the holders of\nany of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations\nregarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided hereunder. Without limiting\nthe generality of the preceding sentence, the Master Servicer, the Special Servicer, the Non-Serviced Master Servicer or the Non-Serviced\nSpecial Servicer, as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest on and principal\nof, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the related\nMortgagor on or any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.34,\nwithout the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they pertain\nto a Serviced Pari Passu Companion Loan and any Non-Serviced PSA as they pertain to a pari passu companion loan.\n\n(f)               \nIn taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be\nsubject to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section\n3.34 applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent\nas set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.\n\n(g)              \nIf the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance or the Non-Serviced Trustee, the Non-Serviced\nMaster Servicer or the Non-Serviced Special Servicer has made a servicing advance under the related Non-Serviced PSA with respect to any\nRepurchased Note which would otherwise be reimbursable to such advancing party under this Agreement or Non-Serviced PSA, and such Advance\nis determined to be a Nonrecoverable Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust or Non-Serviced\nTrust, as applicable, in an amount equal to such Repurchasing Mortgage Loan Seller’s Mortgage Loan Seller Percentage Interest of\nsuch Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable Repurchasing Mortgage Loan Seller shall\nnot be obligated to reimburse the Trustee, the Master Servicer, the Special Servicer, the Non-Serviced Trustee, the Non-Serviced Master\nServicer or the Non-Serviced Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be\n\n -296- \n\n \n\noffset) for Advances or interest thereon or\nany amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased\nNote. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts\nare subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement from such recovery based on\nits Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the Master\nServicer’s or the Special Servicer’s rights to reimbursement under this Agreement. Notwithstanding anything to the contrary\ncontained herein, the total liability of each Repurchasing Mortgage Loan Seller shall not exceed an amount equal to its Mortgage Loan\nSeller Percentage Interest of the amount to be reimbursed.\n\n(h)              \nEach Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee\nof the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.\n\n(i)                \nThe Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,\nexercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller as\na holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements and\nother documents and instruments necessary to maintain the lien created by any Mortgage or other security document related to the applicable\nJoint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers, amendments or consents\nto or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction or cancellation, or of full\nrelease or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and\nthe related Mortgaged Property all in accordance with, and subject to, the terms of this Agreement. Each Repurchasing Mortgage Loan Seller\nagrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney or other documents\nnecessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative\nduties under this Agreement related to the applicable Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall\nnot be liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect\nto, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided\nthat the Master Servicer or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall\nnot initiate any action in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any\naction with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any\nstate.\n\n(j)                \nPursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver\nto the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,\nany requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or\ntrustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided\nby the\n\n -297- \n\n \n\nMortgage Note(s) or the Mortgage(s) or otherwise\navailable at law or equity with respect to the related Repurchased Note.\n\n[End of Article III]\n\nArticle IV\n\nDISTRIBUTIONS TO CERTIFICATEHOLDERS\n\nSection 4.01       \nDistributions. (a)  On each Distribution Date, to the\nextent of the Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier\nDistribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts\nand priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter,\nshall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in\nfull, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:\n\n(i)*                                 first*,\nto the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class X-A Certificates,\nthe Class X-B Certificates, the Class X-D Certificates, the Class X-E Certificates and the Class X-F Certificates, *pro rata* (based\nupon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate\nInterest Distribution Amount of such Classes of Certificates for such Distribution Date;\n\n(ii)*                             second*,\nto the Holders of the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates in reduction of their Certificate Balances:\n(I) prior to the Cross-Over Date (1) *first*, to the Holders of the Class A-1 Certificates, in an amount up to\nthe Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-1 Certificates is reduced to zero;\n(2) *second*, to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion\nthereof remaining after any distributions specified in sub-clause (1) above have been made on such Distribution Date), until the\noutstanding Certificate Balance of the Class A-2 Certificates is reduced to zero; and (3) *third*, to the Holders of the Class A-3\nCertificates in an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified\nin subclauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class\nA-3 Certificates is reduced to zero and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2 and Class A-3 Certificates,\n*pro rata* (based upon their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution\nDate, until the Certificate Balance of each of the Class A-1, Class A-2 and Class A-3 Certificates is reduced to zero;\n\n(iii)*                         third*,\nto the Holders of the Class A-1 Certificates, Class A-2 Certificates and the Class A-3 Certificates *first*, (i) up to an amount\nequal to, and *pro rata* (in accordance with the aggregate unreimbursed Realized Losses previously allocated to each such Class),\n*then*, (ii) in an amount equal to all accrued and unpaid interest on the\n\n -298- \n\n \n\namount set forth in clause (i) at the\nPass-Through Rate for such Class compounded monthly from the date the 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\nof such Class of Certificates for such Distribution Date;\n\n(v)*                             fifth*,\nafter the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, to the Holders of the\nClass A-S Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount\n(or the portion thereof remaining after any distributions in respect of the Class A-1, Class A-2 and Class A-3 Certificates on such Distribution\nDate), until the outstanding Certificate Balance of the Class A-S Certificates is reduced to zero;\n\n(vi)*                        sixth*,\nto the Holders of the Class A-S Certificates, *first*, (i) up to an amount equal to the aggregate unreimbursed Realized Losses\npreviously allocated to such Class, *then*, (ii) in an amount equal to all accrued and unpaid interest on the amount set forth in\nclause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;\n\n(vii)*                     seventh*,\nto the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof such Class of Certificates for such Distribution Date;\n\n(viii)*                  eighth*,\nafter the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,\nin reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining\nafter any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate Balance\nof the Class B Certificates is reduced to zero;\n\n(ix)*                          ninth*,\nto the Holders of the Class B Certificates, *first*, (i) up to an amount equal to the aggregate unreimbursed Realized Losses\npreviously allocated to such Class, *then*, (ii) in an amount equal to all accrued and unpaid interest on the amount set forth in\nclause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;\n\n(x)*                             tenth*,\nto the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof such Class of Certificates for such Distribution Date;\n\n(xi)*                          eleventh*,\nafter the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the\nHolders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution\nAmount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates\non such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates is reduced to zero;\n\n -299- \n\n \n\n(xii)*                       twelfth*,\nto the Holders of the Class C Certificates, *first*, (i) up to an amount equal to the aggregate unreimbursed Realized Losses\npreviously allocated to such Class, *then*, (ii) in an amount equal to all accrued and unpaid interest on the amount set forth in\nclause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;\n\n(xiii)*                    thirteenth*,\nto the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof such Class of Certificates for such Distribution Date;\n\n(xiv)*                     fourteenth*,\nafter the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been\nreduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balances thereof, up to an amount\nequal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A\nCertificates, Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate\nBalance of the Class D Certificates is reduced to zero;\n\n(xv)                        *fifteenth*,\nto the Holders of the Class D Certificates, *first*, (i) up to an amount equal to the aggregate unreimbursed Realized Losses\npreviously allocated to such Class, *then*, (ii) in an amount equal to all accrued and unpaid interest on the amount set forth in\nclause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;\n\n(xvi)*                   sixteenth*,\nto the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof such Class of Certificates for such Distribution Date;\n\n(xvii)*                seventeenth*,\nafter the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class\nD Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balances\nthereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect\nof the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution\nDate), until the outstanding Certificate Balance of the Class E Certificates is reduced to zero;\n\n(xviii)*             eighteenth*,\nto the Holders of the Class E Certificates, *first*, (i) up to an amount equal to the aggregate unreimbursed Realized Losses\npreviously allocated to such Class, *then*, (ii) in an amount equal to all accrued and unpaid interest on the amount set forth in\nclause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;\n\n(xix)                     *nineteenth*,\nto the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount\nof such Class of Certificates for such Distribution Date;\n\n(xx)*                        twentieth*,\nafter the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates,\nthe Class D Certificates and the Class E\n\n -300- \n\n \n\nCertificates have been reduced to zero,\nto the Holders of the Class F Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal\nDistribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B\nCertificates, Class C Certificates, Class D Certificates and Class E Certificates on such Distribution Date), until the\noutstanding Certificate Balance of the Class F Certificates is reduced to zero;\n\n(xxi)*                     twenty-first*,\nto the Holders of the Class F Certificates, *first*, (i) up to an amount equal to the aggregate unreimbursed Realized Losses\npreviously allocated to such Class, *then*, (ii) in an amount equal to all accrued and unpaid interest on the amount set forth in\nclause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;\n\n(xxii)*                  twenty-second*,\nto the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such\nClass of Certificates for such Distribution Date;\n\n(xxiii)*               twenty-third*,\nafter the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D\nCertificates, Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G-RR\nCertificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion\nthereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C\nCertificates, Class D Certificates, Class E Certificates and Class F Certificates on such Distribution Date), until\nthe outstanding Certificate Balance of the Class G-RR Certificates is reduced to zero;\n\n(xxiv)*              twenty-fourth*,\nto the Holders of the Class G-RR Certificates, *first*, (i) up to an amount equal to the aggregate unreimbursed Realized Losses\npreviously allocated to such Class, *then*, (ii) in an amount equal to all accrued and unpaid interest on the amount set forth in\nclause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;\nand\n\n(xxv)*                 twenty-fifth*,\nto the Holders of the Class R Certificates, in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining\nin the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.\n\nIf, in connection with any\nDistribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of\npayments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled principal payments are subsequently\nreceived by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the Master Servicer shall promptly\nnotify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the\nrevised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special Servicer or the Certificate\nAdministrator shall be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders solely\non the basis of the actions described in the preceding sentence.\n\n -301- \n\n \n\n(b)              \n[Reserved].\n\n(c)              \nOn each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or\nreimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable\nto the Holders of the respective Related Certificates as provided in Sections  4.01(a), 4.01(d), 4.01(f) and\n4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the\nCertificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed\nto receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of its Related Certificates\nplus a *pro rata* portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2\nand Class LA3 Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and\nClass LC Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated Interests, the\nClass X-D Certificates, (iv) in the case of the Class LE Uncertificated Interests, the Class X-E Certificates and (v) in the case\nof the Class LF Uncertificated Interests, the Class X-F Certificates, in each case, computed based on an interest rate equal to the excess\nof the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal to its\nrelated Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a).\nAmounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,\nand shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier\nREMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.\n\nAs of any date, the principal\nbalance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto, as adjusted\nfor the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal balance of\neach Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate with respect\nto each Lower-Tier Regular Interest shall be the rate *per annum* set forth in the Preliminary Statement hereto.\n\nAny amount that remains in\nthe Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and\ndistribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed to\nthe Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for\nsuch Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).\n\n(d)              \nWhile the Certificate Balance of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further\ndistributions in respect of interest or principal other than reimbursement of Realized Losses with interest and other amounts provided\nfor in this Section 4.01.\n\n(e)              \n(i) On each Distribution Date, Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of any Mortgage\nLoan or REO Loan during the related Collection Period, in each case net of any Liquidation Fees or Workout Fees payable\n\n -302- \n\n \n\ntherefrom, shall be distributable as follows:\n(i) to each of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G-RR Certificates,\nthe product of (A) such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class\nof Certificates, and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of Certificates\nfor that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates\nfor that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) such\nYield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount of principal distributed\nto the Class A-1, Class A-2 and Class A-3 Certificates for that Distribution Date, and the denominator of which is the total amount of\nprincipal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance\nCharge or Prepayment Premium distributed to the Class A-1, Class A-2 and Class A-3 Certificates as described above, (iii) to the\nClass X-B Certificates, the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium\nand (II) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S, Class B and Class C\nCertificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance\nCertificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to\nthe Class A-S, Class B and Class C Certificates as described above, (iv) to the Class X-D Certificates, the excess, if any, of (A) the\nproduct of (I) such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the\namount of principal distributed to the Class D Certificates for that Distribution Date, and the denominator of which is the total amount\nof principal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance\nCharge or Prepayment Premium distributed to the Class D Certificates as described above, (v) to the Class X-E Certificates, the excess,\nif any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator\nof which is equal to the amount of principal distributed to the Class E Certificates for that Distribution Date, and the denominator of\nwhich is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the\namount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class D Certificates as described above, and (vi) to\nthe Class X-F Certificates, any remaining portion of such yield maintenance charge or prepayment premium not distributed as described\nabove.\n\nFor purposes of the first\nparagraph of this Section 4.01(e), the relevant “Base Interest Fraction” with respect to any Principal\nPrepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to\nany Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y) the\ndifference between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the applicable Discount Rate and (B) the\ndenominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan, and (ii) the applicable Discount\nRate. However, (1) under no circumstances shall the Base Interest Fraction be greater than 1.0, (2) if the applicable Discount\nRate is greater than or equal to the Mortgage Rate on such Mortgage Loan, and is greater than or equal to the Pass-Through Rate on\nsuch Class, then the Base Interest Fraction will equal zero and (3) if the applicable Discount Rate is greater than or equal to the\nMortgage Rate on such Mortgage Loan, and is less than the Pass-Through Rate on such Class, then the Base Interest Fraction will be\nequal to 1.0.\n\n -303- \n\n \n\nFor purposes of the preceding\nparagraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected\non any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate *per annum* equal to (i) if\na discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of\nthe relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master Servicer), converted\n(if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment\nPremium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated\nby the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”\nin Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date\nof the relevant prepayment (or deemed prepayment)) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter,\nmost nearly approximating the related stated Maturity Date, such interpolated yield converted to a monthly equivalent yield. If Federal\nReserve Statistical Release H.15 (519) is no longer published, the Master Servicer shall select a comparable publication as the source\nof the applicable yields of U.S. Treasury constant maturities.\n\n(ii)                             No\nYield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class R Certificates.\n\n(iii)                          All\ndistributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(e) shall *first*be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests,\n*pro rata*, based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such\nDistribution Date pursuant to Section 4.01(c) above.\n\n(f)               \nOn each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other\nthan amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular Certificates\n(in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests)\nup to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available\nFunds for such Distribution Date pursuant to Section 4.01(a). Amounts paid from the Gain-on-Sale Reserve Account will\nnot reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale\nReserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance Certificates\nand related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust, any amounts remaining in\nthe Gain-on-Sale Reserve Account shall be distributed on the final Distribution Date to the Holders of the Class R Certificates\nfrom the Lower-Tier REMIC in respect of the Class LR Interest.\n\n(g)              \nAll distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated *pro rata*\namong the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided\nin\n\n -304- \n\n \n\nSections  4.01(h), 4.01(i)\nand 9.01, all such distributions with respect to each Class on each Distribution Date shall be made to the Certificateholders of\nthe respective Class of record at the close of business on the related Record Date and shall be made by wire transfer of immediately available\nfunds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder\nshall have provided the Certificate Administrator with wiring instructions no less than five (5) Business Days prior to the related Record\nDate (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise\nby check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate (determined\nwithout regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) shall be made in like\nmanner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location\nspecified in the notice to Certificateholders of such final distribution.\n\nEach distribution with respect\nto a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting\nthe amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository\nParticipant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating\nbrokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage\nfirm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator,\nthe Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility\ntherefor except as otherwise provided by this Agreement or applicable law.\n\n(h)              \nExcept as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution\nwith respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses\npreviously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no\nlater than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b)\na notice in electronic format to the effect that:\n\n(i)                               the Certificate\nAdministrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but\nonly upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location therein\nspecified; and\n\n(ii)                            no interest\nshall accrue on such Certificates from and after such Distribution Date.\n\nAny funds not distributed to any Holder or\nHolders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates\nshall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering\nHolder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been\nsurrendered for cancellation within six (6) months after the time specified in such notice, the Certificate\n\n -305- \n\n \n\nAdministrator shall mail a second notice to\nthe remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution\nwith respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,\nthe Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders\nconcerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The\ncosts and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery\nof such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable\nto any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s\nfailure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).\n\n(i)                \nDistributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts\nand manner specified in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective Class\notherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all\ndistributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be\nto the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the\naddress of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made\nin accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based\nupon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder\nis returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and\nthe Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h) as\nif such Holder had failed to surrender its Certificates.\n\n(j)                \n[Reserved].\n\n(k)              \nOn each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make\nwithdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:\n\n(i)                               to pay to\nthe Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be deposited therein;\n\n(ii)                            to the\nextent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the Certificate\nAdministrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any\nsuch Person pursuant to Section 8.05, to the extent that any such amounts relate solely to a Serviced Whole Loan related\nto such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor Agreement;\n\n -306- \n\n \n\n(iii)                         to pay\nall amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion Holder,\nin accordance with the related Intercreditor Agreement; and\n\n(iv)                        to clear\nand terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.\n\nAll distributions from the\nCompanion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire\ntransfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder or an agent\ntherefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information relating thereto\nis not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the address of such\nCompanion Holder or its agent appearing on the Companion Register). Any such account shall be located at a commercial bank in the United\nStates.\n\nOn the final P&I Advance\nDate, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute\nto the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred\nfrom the Loss of Value Reserve Fund to the Collection Account on the immediately preceding P&I Advance Date in accordance with Section 3.05(g)(v).\n\nSection 4.02       \nDistribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On\neach Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate\nAdministrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G and based\nin part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in\naccordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution\nDate Statement”) which shall include:\n\n(i)                               the amount\nof the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate Balance thereof;\n\n(ii)                            the aggregate\namount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous Distribution\nDate to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;\n\n(iii)                         the aggregate\namount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master Servicer and\nthe Special Servicer, compensation paid to the Operating Advisor and the Asset Representations Reviewer and CREFC® Intellectual\nProperty Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination\nDate together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;\n\n -307- \n\n \n\n(iv)                        the aggregate\nStated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding immediately\nbefore and immediately after such Distribution Date;\n\n(v)                           the aggregate\namount of unscheduled payments received;\n\n(vi)                        the number\nof loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage\nLoans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution Date;\n\n(vii)                     the number\nand aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent 60 days to 89 days,\n(C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for\nwhich the related Mortgagor is subject to oversight by a bankruptcy court;\n\n(viii)                  the value\nof any REO Property (and, with respect to any Serviced Whole Loan, the Trust’s interest therein) included in the Trust Fund as\nof the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent Appraisal\nor valuation;\n\n(ix)                          the Available\nFunds for such Distribution Date;\n\n(x)                             the Interest\nAccrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest Accrual Amount\nfor such Distribution Date allocated to such Class of Certificates;\n\n(xi)                          the amount\nof the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to Prepayment Premiums and Yield\nMaintenance Charges;\n\n(xii)                       the Pass-Through\nRate for such Class of Certificates for such Distribution Date;\n\n(xiii)                    the Scheduled\nPrincipal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect to the pool\nof Mortgage Loans;\n\n(xiv)                   the Certificate\nBalance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after such Distribution\nDate, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such Distribution Date and the\naggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal Balance Certificates to\ndate;\n\n(xv)                      the Certificate\nFactor for each Class of Certificates (other than the Class R Certificates) immediately following such Distribution Date;\n\n -308- \n\n \n\n(xvi)                   the amount\nof any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to the related\nMortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the total Appraisal\nReduction Amount effected in connection with such Distribution Date;\n\n(xvii)                the current\nControlling Class;\n\n(xviii)             the\nnumber and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or in the\ncase of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;\n\n(xix)                     a loan-by-loan\nlisting of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date (or in the case of\nthe first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;\n\n(xx)                        a loan-by-loan\nlisting of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first Distribution Date,\nas of the Cut-off Date);\n\n(xxi)                     all deposits\ninto, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;\n\n(xxii)                  in the\ncase of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a), 4.01(c)\nand 4.01(f);\n\n(xxiii)               the\namount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously allocated\nRealized Losses;\n\n(xxiv)              the aggregate\nunpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date, with respect\nto the pool of Mortgage Loans;\n\n(xxv)                 with respect\nto any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of the first Distribution\nDate, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full), (A) the loan number\nthereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation Event (separately\nidentifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss allocated\nto the Principal Balance Certificates in connection with such Liquidation Event;\n\n(xxvi)              with\nrespect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included\nin the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries\nwith respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number\nof the related\n\n -309- \n\n \n\nMortgage Loan, (B) the aggregate\nof all Liquidation Proceeds and other amounts received in connection with that determination (separately identifying the portion thereof\nallocable to distributions on the Certificates), and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates\nin respect of the related REO Loan in connection with that determination;\n\n(xxvii)           the\naggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date (or\nin the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;\n\n(xxviii)        [Reserved];\n\n(xxix)                the then-current\ncredit support levels for each Class of Certificates;\n\n(xxx)                   the aggregate\namount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous\nDetermination Date (or in the case of the first Distribution Date, as of the Cut-off Date);\n\n(xxxi)                a loan-by-loan\nlisting of any material modification, extension or waiver of a Mortgage Loan;\n\n(xxxii)             a loan-by-loan\nlisting of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage\nLoan Seller;\n\n(xxxiii)          an\nitemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect to the\nrelated Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer; and\n\n(xxxiv)         a statement\nof the identity of the Directing Certificateholder and to the extent that the Directing Certificateholder and any affiliates thereof\nprimarily operate under an identity other than that of the Directing Certificateholder and the affiliation of such identity with the\nDirecting Certificateholder is not reasonably evident from the Directing Certificateholder’s name, the identity pursuant to which\nthe Directing Certificateholder and any affiliates thereof primarily operate.\n\nIn the case of information\nfurnished pursuant to clauses (i), (ix), (x), (xi), (xiv) and (xxiii) above, the amounts shall be expressed as a dollar amount\nin the aggregate for all Certificates of each applicable Class and per Definitive Certificate.\n\nWith respect to the information\nidentified in clause (xxxv), the Certificate Administrator shall be entitled to rely on the statement set forth in Exhibit P-1G.\n\nThe Certificate Administrator\nhas not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting\nof such information to the Certificate Administrator’s Website or its filing of such information pursuant\n\n -310- \n\n \n\nto this Agreement, including, but not limited\nto, filing via the EDGAR system, unless the Certificate Administrator has an explicit obligation to review or prepare such information.\n\nWithin a reasonable period\nof time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar\nyear was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above as\nto the applicable Class, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder,\ntogether with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate\nOwner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate\nAdministrator shall be deemed to have been 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\nUpon receipt of an Asset\nReview Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate\nAdministrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section 11.04\nfor such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate\nAdministrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations\nReviewer.\n\n(b)              \n[Reserved].\n\n(c)              \nEach of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin\nboard service or, if applicable, website (in addition to making information available as provided herein) any reports or other information\nthe Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement, the Rating\nAgencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator, the Master Servicer\nor the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality\nagreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such action\ndoes not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information confidential),\nthe terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports on\nthe Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement except as\nset forth herein. In connection with providing access to the Master Servicer’s website, the Master Servicer shall take reasonable\nmeasures to ensure that only such parties listed above may access such information including, without limitation, requiring registration,\na confidentiality agreement and acceptance of a disclaimer. Neither the Master Servicer nor the Special Servicer, as the case may be,\nshall be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special\nServicer shall be responsible for any information delivered, produced, or made available pursuant to Sections  3.13 and 4.02(b),\nother than information produced by the Master Servicer or Special Servicer, as applicable; provided that such information otherwise\nmeets the requirements set forth herein with respect to the form and\n\n -311- \n\n \n\nsubstance of such information or reports. The\nMaster Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect\nto information provided, or any assumptions required to be made by such report.\n\nThe Special Servicer shall\nfrom time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information\nin its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare each\nreport and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. None of the Certificate\nAdministrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto\nby the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer\ncontains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to\nCertificateholders in accordance with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a)\nand allocating Realized Losses to the Certificates in accordance with Section 4.04.\n\nNotwithstanding the foregoing,\nthe failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant to this\nSection 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section 4.02(d)\nto the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer\nor the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting\ndisclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer\nmay affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability\non the part of any other party hereto).\n\n(d)              \nUpon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate\nthat is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in\nany case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable,\nat the expense of the requesting party, the Certificate Administrator shall make available to the requesting party such information that\nis in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested\nby such Person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither the\nCertificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A or any\nother securities laws of any available information so furnished to any Person including any prospective purchaser of a Certificate or\nany interest therein, nor for the content or accuracy of any information so furnished which was prepared or delivered to them by another.\n\n(e)              \nThe information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder\nby the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except as specifically\nprovided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.\n\n -312- \n\n \n\n(f)               \nUpon the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially\nServiced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s\nreasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s\nor Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available (or forward\nelectronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information\n(available to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Excluded Controlling\nClass Holder through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any\nExcluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party; provided\nthat, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the requesting Person\nsubstantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such\nPerson is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information confidential and\nis not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and\nthe Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder,\nas applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such Directing Certificateholder or\nControlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance\nof doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with\nrespect to the related Excluded Special Servicer Loan(s).\n\nSection 4.03       \nP&I Advances. (a)  On or before 4:00 p.m., New\nYork City time, on each P&I Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit from\nits own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with\nrespect to the Mortgage Loans to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account,\nfor future distribution to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect\nto the Mortgage Loans or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the\ntotal amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I\nAdvances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records and replaced by the\nMaster Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the extent not previously\nreplaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which P&I Advances were\nmade). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances to be\nmade by the Master Servicer with respect to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable\nP&I Advances with respect to the Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior to such\nDistribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance\nDate, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution\nDate, unless the Master Servicer shall have cured such failure\n\n -313- \n\n \n\n(and provided written notice of such cure to\nthe Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the\nMaster Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances\nby 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I\nAdvance equal to the CREFC® Intellectual Property Royalty License Fee for the related Mortgage Loans shall not be remitted\nto the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection\nAccount for payment to CREFC® on such Distribution Date.\n\nTo the extent required under\nthe related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan with a related Serviced Companion\nLoan, the Master Servicer or Trustee, as applicable, shall notify the Other Servicer and the Other Trustee of the amount of the P&I\nAdvance it made with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.\n\n(b)              \nSubject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the\nMaster Servicer with respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of\nrelated Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing\nFee Rate) other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan\n(other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the close\nof business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the Master\nServicer) and (ii) with respect to each Mortgage Loan that is delinquent in respect of its Balloon Payment as of the P&I Advance\nDate (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related Balloon Payment\nwould have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the\nobligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced\nMortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution\nDate on which the proceeds, if any, received in connection with a Liquidation Event or the disposition of the REO Property, as the case\nmay be, with respect thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.\n\n(c)              \nNotwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance\nwould, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, if the Master Servicer, Special\nServicer or Trustee has determined that a P&I Advance or Servicing Advance with respect to such Mortgage Loan, would be or has become\na Nonrecoverable Advance, the Master Servicer shall provide each Other Servicer and Other Trustee written notice of such determination\nwithin two (2) Business Days of the date of such determination. With respect to each Non-Serviced Mortgage Loan, the Master Servicer\nwill be required to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced\nSpecial Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any\nproposed P&I Advance would, if made, constitute a\n\n -314- \n\n \n\nNonrecoverable Advance with respect to such\nNon-Serviced Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the applicable\nNon-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of\nthe related Non-Serviced Companion Loan (and if the Special Servicer or the Trustee elects to make and makes such a determination,\nthen it shall make such determination independently of any such determination by such other Person). If the Master Servicer, the Special\nServicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding\nP&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance,\nthe Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of\nsuch determination within the time period required by the related Intercreditor Agreement. If the Master Servicer receives written notice\nfrom the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has\ndetermined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance\nunder the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced\nPSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may, based upon such determination,\ndetermine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan,\nwill be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make\nany additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the\nTrustee, as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage\nLoan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced\nMaster Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master\nServicer, the Special Servicer or the Trustee, as the case may be, shall have\nthe sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or\nis, as applicable, a Nonrecoverable Advance.\n\n(d)              \nIn connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),\nthe Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts\nthen on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related\nthereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement\nRate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement;\nprovided, however, that no interest will accrue on any P&I Advance (i) unless the related Periodic Payment is received\nafter the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received\nafter the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall reimburse itself and/or the\nTrustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably\npossible after funds available for such purpose are deposited in the Collection Account. For the avoidance of doubt, the Master Servicer\nshall make P&I Advances on the basis of the original terms of any Mortgage Loan, including Mortgage Loans subject to forbearance agreements\nor other temporary deferrals or\n\n -315- \n\n \n\npayment accommodations, unless (a) the terms\nof the Mortgage Loan have been permanently modified to change or forgive a monetary obligation or (b) such advance has been determined\nto be non-recoverable.\n\n(e)              \nNotwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance\nCharges, Default Interest, late payment charges, Prepayment Premiums, Balloon Payments or any P&I Advance with respect to any Companion\nLoan or with respect to any cure payment payable by any AB Whole Loan Controlling Holder and (ii) if an Appraisal Reduction Amount\nhas been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has\nbeen determined in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such Appraisal Reduction Amount)\nthen in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for\nthe related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion\nof such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage\nLoan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage, the\nnumerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of\nthe related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated\nto the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately\nprior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for\na Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.\n\n(f)               \nIn no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion\nLoan.\n\nSection 4.04       \nAllocation of Realized Losses. (a)  On each Distribution\nDate, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator\nshall calculate the amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this calculation only, not\ngiving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used\nto reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed\nReimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any\nportion allocable to any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date,\nis less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions\nof principal on such Distribution Date (any such deficit, the “Realized Loss”). Any allocation of Realized Losses to\na Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses\nso allocated to a Class of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the\nPercentage Interests evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls\nexperienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any\n\n -316- \n\n \n\npurpose and will not result in an additional\nreduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is made. With respect to\nany Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from\nprincipal collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently\nrecovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of\nPrincipal Balance Certificates that previously were allocated Realized Losses, in sequential order, in each case up to the amount of the\nunreimbursed Realized Losses allocated to such Class of Certificates.\n\n(b)              \nOn each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,\nas a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.\nAny such write-off shall be allocated *first*, to the Class G-RR Certificates, *second*, to the Class F Certificates, *third*,\nto the Class E Certificates, *fourth*, to the Class D Certificates, *fifth*, to the Class C Certificates, *sixth*,\nto the Class B Certificates, *seventh*, to the Class A-S Certificates, and *then*, *pro rata*(based upon their\nrespective Certificate Balances), to the Class A-1, Class A-2 and Class A-3 Certificates, in each case until the remaining Certificate\nBalances of such Classes of Certificates have been reduced to zero.\n\n(c)              \nWith respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section 4.04(a)\nor Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount\nof the Related Lower-Tier Regular Interest with respect thereto as a write-off.\n\n(d)              \n[Reserved].\n\nSection 4.05       \nAppraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For\npurposes of (x) determining the Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining\nthe Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor, any Cumulative Appraisal\nReduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each\nClass of Certificates (other than the Senior Certificates and the Class R Certificates) in reverse sequential order to notionally\nreduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., *first*, to the\nClass G-RR Certificates, *second*, to the Class F Certificates, *third*, to the Class E Certificates, *fourth*,\nto the Class D Certificates, *fifth*, to the Class C Certificates, *sixth*, to the Class B Certificates, and\n*finally*, to the Class A-S Certificates).\n\nAs of the first Determination\nDate after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Special Servicer shall calculate\nwhether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained\nby the Special Servicer with respect to such Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency\nAmount determination. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced Mortgage Loan has become\nan AB Modified Loan, the Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special\n\n -317- \n\n \n\nServicer and Non-Serviced Trustee the most\nrecent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the Special Servicer\nto calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination\nDate following receipt by the Special Servicer of the appraisal and any other information set forth in the immediately preceding clause\n(i) that the Special Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect\nto such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to\nsuch Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount determination.\nUpon obtaining actual knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become\nan AB Modified Loan, such party shall promptly notify the Master Servicer thereof. The Master Servicer shall deliver to (via electronic\ndelivery) or provide access to the Special Servicer with any information in its possession as requested by the Special Servicer that is\nreasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount for any Mortgage Loan (other\nthan any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver such information within five\n(5) Business Days of the Special Servicer’s reasonable request. None of the Master Servicer, the Trustee or the Certificate Administrator\nshall calculate or verify any Collateral Deficiency Amount. Upon reasonable prior written request, the Master Servicer shall use reasonable\nefforts to assist the Special Servicer in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency\nAmount with respect to a Non-Serviced Mortgage Loan in the event that the Special Servicer is unsuccessful in obtaining such information\nfrom the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee.\n\nFor purposes of determining\nthe Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated\nto an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse sequential order to notionally reduce\nthe related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates is reduced to zero.\nFor the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination Event, any Class\nof Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts\n(the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a).\n\nThe Special Servicer shall\npromptly notify the Master Servicer and the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal\nReduction Amount (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section\n3.12(d)), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan,\nAB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such information included in\nthe CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Template included in the CREFC®\nInvestor Reporting Package, or such report mutually agreed upon between Master Servicer and Certificate Administrator, which shall be\ndelivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)). Based on\ninformation in its possession, the Certificate Administrator shall\n\n -318- \n\n \n\ndetermine from time to time which Class of\nCertificates is the Controlling Class. The Certificate Administrator shall provide notice of the identity of the Controlling Class as\nset forth in Section 3.23(m). With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated\nfor purposes of determining (i) the Voting Rights of the related Classes for purposes of removing the Special Servicer or (ii) the Controlling\nClass, the appraised value of the related Mortgaged Property will be determined on an “as-is” basis.\n\n(b)              \n(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at\nany time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a\nresult of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense,\nto require the Special Servicer to order a second Appraisal with respect to any serviced Mortgage Loan (or Serviced Whole Loan) for which\nan Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting\nHolders”). The Special Servicer shall use its reasonable efforts to cause such second Appraisal to be (A) delivered within thirty\n(30) days from receipt of the Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI\nappraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the\nRequesting Holders are requesting the Special Servicer to obtain an additional Appraisal).\n\n(ii)                            Upon receipt\nof any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the\nServicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount\nor Collateral Deficiency Amount is warranted, and if so warranted shall recalculate the Appraisal Reduction Amount or Collateral Deficiency\nAmount, as applicable, based on such supplemental Appraisal. If required by such recalculation, the Appraised-Out Class shall be\nreinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance\nnotionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as\napplicable. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above\nshall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any,\nas the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain\na supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special\nServicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the\nSpecial Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental\nAppraisal and receipt of any information requested by the Special Servicer pursuant to this section, the “Appraisal Review Period”).\nThe rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible\nCertificates, if any.\n\n(c)              \nWith respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal\nReduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such\n\n -319- \n\n \n\npurposes taking into account any amendment\nor modification of such Mortgage Loan, any related Serviced Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within\nthirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the\nrelated Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and\norder an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing\nAdvance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable\nand, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance\nwith Section 4.05(b) above), shall deliver a copy thereof to the\nMaster Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation\nTermination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal\nor internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably\nrequested by the Special Servicer from the Master Servicer that is in the possession of the Master Servicer and necessary to calculate\nthe Appraisal Reduction Amount or Collateral Deficiency Amount, the Special Servicer shall determine or redetermine and calculate or recalculate,\nas applicable, and report to the Master Servicer, who shall report to the Certificate Administrator, and report or make available to the\nTrustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with\nrespect to any Excluded Loan as to the Directing Certificateholder) the Directing Certificateholder, the amount and calculation or recalculation\nof the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole\nLoan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided,\nhowever, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from\na failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the\nMaster Servicer to otherwise comply with its obligations hereunder. Following the Master Servicer’s receipt from the Special Servicer\nof the calculation of the Appraisal Reduction Amounts, the Master Servicer shall provide such information to the Certificate Administrator\nin the form of the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Template provided\nto it by the Special Servicer or such other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator.\nSuch report shall also be forwarded by the Special Servicer, to the extent the related Serviced Companion Loan has been included in an\nOther Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold,\nor to the holder of any related Serviced Companion Loan by the Special Servicer. If the Special Servicer is required to redetermine the\nAppraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount\nshall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan,\nCompanion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other than with\nrespect to any Excluded Loan as to the Directing Certificateholder, the Special Servicer shall consult with the Directing Certificateholder\nwith respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency\nAmount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain\nan Appraisal or conduct an\n\n -320- \n\n \n\ninternal valuation, as applicable, with respect\nto a Mortgage Loan or related Companion Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the extent\nthe Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable,\nwith respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of the Appraisal\nReduction Event. Instead, the Special Servicer may use the prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction\nAmount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided\nthat the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity\nof such Appraisal or valuation.\n\nThe Master Servicer, upon\nreasonable prior written request, shall deliver or provide access to the Special Servicer with information in its possession that is reasonably\nrequired to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such\ninformation, within five (5) Business Days following the Special Servicer’s reasonable request therefor.\n\n(d)              \nAny Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, previously\nsubject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification\nof such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other\nAppraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal Reduction\nAmount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant\nto the terms of the applicable Non-Serviced PSA.\n\n(e)              \nEach Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with\nrespect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of\na Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement or,\nif no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until\nits principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, *pro rata*, between the related\nAB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective Stated Principal Balances. Any\nAppraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor\nAgreement or, if no allocation is specified in the related Intercreditor Agreement, then, *pro rata*, between the related Serviced\nPari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.\n\nSection 4.06       \n[Reserved].\n\nSection 4.07       \nInvestor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The\nCertificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A\nForum” shall be a\n\n -321- \n\n \n\nservice available on the Certificate Administrator’s\nWebsite, where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the\nCertificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable,\nrelating to the reports prepared by that party being made available pursuant to Section 3.13(b),\nthe Mortgage Loans (excluding each Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating\nto the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced\nin any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged\nPersons may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry\nfor the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any\nInquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer,\nas applicable, the Certificate Administrator shall forward the Inquiry to the appropriate Person (in the case of the Master Servicer to\nthe following: *AskMidland@pnc.com*, in each case within a commercially reasonable period of time following receipt thereof). Following\nreceipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,\nunless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer,\nSpecial Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the\ncase of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an\nanswer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that\nthe Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer. The\nCertificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such answer,\nas the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator,\nthe Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry\nis beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or\nthe Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents\nor this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or\nexpense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering\nany Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) answering any\nInquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or disclosure of attorney work product or\n(vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in\nthe case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of\nsuch determination. In addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder\nor the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as part of its response to any Inquiries.\nThe Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any\nnotice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement:\n“Because the Pooling\n\n -322- \n\n \n\nand Servicing Agreement provides that the Master\nServicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines,\nin its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing\nAgreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering\nany Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially\nincrease the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer,\nthe Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged\nInformation, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from\nthe fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer\nthe Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed\nto be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor,\nthe Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective\nAffiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility\nor liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s\nWebsite any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial\nin nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Certificate\nAdministrator’s Website. Notwithstanding the foregoing, the Operating Advisor\nshall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to\nprovide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.\n\n(b)              \nThe Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,\nthe Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s\nWebsite, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information with\nrespect to any other Certificateholder or Certificate Owner that has so registered. Any Person registering to use the Investor Registry\nwill be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization\nto the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five\n(45) days from the date of such certification to Persons entitled to access to the Investor Registry. Such Person shall then be asked\nto enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional\nfields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate\nAdministrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five (45) days of its\nregistration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not\nbe responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining\nthe accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to\nthe Investor Registry.\n\n -323- \n\n \n\n(c)              \nThe 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request\nTool. The “Rating Agency Q&A Forum and Document Request Tool”\nshall be a service available on the 17g-5 Information Provider’s Website, where NRSROs may (i) submit questions to the\nCertificate Administrator relating to any Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer,\nas applicable, relating to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”),\nand (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In\naddition, NRSROs may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the\nMaster Servicer for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer\nor the Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate Person (in the\ncase of the Master Servicer to the following: *AskMidland@pnc.com*), in each case within a commercially reasonable period of time\nfollowing receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer\nor the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply\nby email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of\ntime following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable)\nto the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to\nan inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website.\nIf the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering\nany Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents,\n(ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege\nwith, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase\nthe duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special\nServicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines\nin accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance of such\nduties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master\nServicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and\nshall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall promptly\nthereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request\nTool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer. Questions posted on\nthe Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating\nAgency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from\nany other person. None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information\nposted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for\nthe content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s\nWebsite\n\n -324- \n\n \n\nany Rating Agency Inquiry or answer thereto\nthat the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency\nQ&A Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5\nInformation Provider’s Website.\n\nSection 4.08       \nSecure Data Room.\n\n(a)              \nThe Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s\nDiligence File Certification and within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy\nof the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt\nthereof, the Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure\nData Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer\nand (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote\nand receipt by the Certificate Administrator of a certification substantially in the form of Exhibit RR (which shall be sent\nvia email to *trustadministrationgroup@computershare.com* or submitted electronically via the Certificate Administrator’s website).\nIn no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate\nAdministrator shall be under no obligation to post any documents or information to the Secure Data Room other than the contents of the\nDiligence Files initially delivered to it by the Depositor.\n\n(b)              \nThe Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the\ntype, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction\nor confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.\nIn no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information\ncontained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document or information\nis posted in error, the Certificate Administrator may remove such document or information from the Secure Data Room. The Certificate Administrator\nshall not have any obligation to produce physical or electronic copies of any document or information provided to it for posting to the\nSecure Data Room. The Certificate Administrator shall not be responsible or held liable for any other Person’s use or dissemination\nof the documents or information contained on the Secure Data Room; provided that such event or occurrence is not also a result\nof its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required to restrict access to the\nSecure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant to access only the information\nnecessary to perform its duties and responsibilities under 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\n\n -325- \n\n \n\npayable as part of the costs and expenses associated\nwith the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07.\nFollowing the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust, the Master\nServicer or the Special Servicer, as applicable, may direct the Certificate Administrator in writing to delete the Diligence File related\nto such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall not be\nobligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section 9.01,\nthe Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate\nAdministrator be obligated to reproduce or retrieve such deleted files.\n\n[End of Article IV]\n\nArticle V\n\nTHE CERTIFICATES\n\nSection 5.01       \nThe Certificates.\n\n(a)            The Certificates will\nbe substantially in the respective forms annexed as Exhibits A-1 through and including A-2, with such appropriate insertions,\nomissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of\nthe Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may\nhave such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law,\nor as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.\nThe Class X-A Certificates shall be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000\nand in integral multiples of $1.00 in excess thereof. The Class X-B, Class X-D, Class X-E and Class X-F Certificates shall be issuable\nonly in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 (or $100,000 for such Certificates issued\nto Qualified Institutional Buyers either as a Book-Entry Certificate and held through DTC or in the form of Definitive Certificates) and\nin integral multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A Certificates) shall be issuable\nonly in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in\nexcess thereof. The Non-Registered Certificates (other than the Class X-B, Class X-D, Class X-E, Class X-F and Class R Certificates)\nshall be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples\nof $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class of Certificates\ndoes not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination\nof authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original\nCertificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that\ndoes not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum Percentage Interests of 10%\nof such Class R Certificates and in integral multiples of 1% in excess thereof.\n\n -326- \n\n \n\n(b)              \nOne authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized\nsignatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate,\nthe Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Registrar\n(who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence\nthat the Certificate has been executed and countersigned under this Agreement.\n\nSection 5.02       \nForm and Registration. No Transfer of any Non-Registered Certificate\nshall be made unless that Transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration\nor qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.\nIf a Transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers or Underwriters to Starwood Conduit\nCMBS Vertical Retention II LLC, Starwood CMBS Horizontal Retention BBCMS 2026-5C42 LLC or LNR Securities Holdings, LLC) is to be made\nin reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:\n\n(a)              \nEach Class of the Non-Registered Certificates (other than the Class R Certificates) sold to institutions that are non-United\nStates Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a\ntemporary Book-Entry Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form\nset forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited\non the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar,\nat its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository\nfor the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period\ncommencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial\ninterests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the\nexpiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged\nfor an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance\nwith the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial\ninterest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by\nEuroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted\nPeriod, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not\nbe made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry\nCertificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry\nCertificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the\nrecords 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\n\n -327- \n\n \n\nCertificate Registrar the Regulation S\nBook-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by\nthe preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with\nthe power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with Transfers and\nexchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare\nTrust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee\nshall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.\n\n(b)              \nCertificates of each Class of Non-Registered Certificates (other than the Class R Certificates) offered and sold to Qualified\nInstitutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A\nBook-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian\nfor the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of\na Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the\nCertificate Registrar, as custodian for the Depository, as hereinafter provided.\n\n(c)              \nCertificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional\nAccredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in\nthe form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the\nname of such investors or their nominees by the Certificate Registrar who shall deliver the Certificates for such Non-Book Entry Certificates\nto the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall only be in the form of\nDefinitive Certificates.\n\n(d)              \nOwners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of\ncertificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer\nwilling or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class\nor ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within\nninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce\nthe rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary\nor appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however,\nthat under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S\nBook-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above\nwith respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of\nany Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate\nRegistrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate\nissued for a Rule 144A Book-Entry Certificate, the same legends regarding Transfer restrictions borne by such Book-Entry\nCertificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as\n\n -328- \n\n \n\nCertificateholders under this Agreement. Unless\nand until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial Ownership Interests in such\nClass of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and\nall references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received\nfrom the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures\nand, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class\nof Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof,\nfor distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s\nprocedures.\n\nSection 5.03       \nRegistration of Transfer and Exchange of Certificates. (a)  The\nCertificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)\nin which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration\nof Certificates and of Transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being\nthe “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other\nthings, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered\nCertificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and\na Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of Transfer and (ii)  transmitting\nto the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge shall\nbe imposed by the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other\nthan Definitive Certificates) referred to in this Section 5.03.\n\n(b)              \nSubject to the restrictions on Transfer set forth in this Article V, upon surrender for registration of Transfer of\nany Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated Transferee or Transferees,\none or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.\n\n(c)              \nRule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial\ninterest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes\nat any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in\nthe Temporary Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry\nCertificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry\nCertificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange\nof such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by\nthe Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance\nwith the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited,\na beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the\nRule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures\n\n -329- \n\n \n\ncontaining information regarding the Euroclear\nor Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit I\ngiven by the holder of such beneficial interest stating that the Transfer of such interest has been made in compliance with the Transfer\nrestrictions applicable to the Book-Entry 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 Book-Entry\nCertificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate\nby the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit\nor cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream,\nor both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate\nBalance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making\nsuch exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.\n\n(d)              \nRule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest\nin the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any\ntime following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the\nRegulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate\nto a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such\nholder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent\nbeneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at\nits office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures\nfrom a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S\nBook-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,\n(2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account\nof the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J given by the holder of\nsuch beneficial interest stating (A) that the Transfer of such interest has been made in compliance with the Transfer restrictions\napplicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee\nis otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry\nCertificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel\nto such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct\nthe Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,\nor cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance\nof the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the\naccount of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to\nthe reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from\nthe account of the\n\n -330- \n\n \n\nPerson making such exchange or Transfer the\nbeneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.\n\n(e)              \nTemporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry\nCertificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S\nBook-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its\ninterest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest\nin the Rule 144A Book-Entry Certificate of the same Class, or to Transfer its interest in such Temporary Regulation S Book-Entry\nCertificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest\nin the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as\nthe case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A\nBook-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,\nof (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar,\nto credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest\nin the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions\nto contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect\nto a Transfer of an interest in the Regulation S Book-Entry 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\nBook-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate\nin the form of Exhibit K given by the holder of such beneficial interest and stating that the Person transferring such interest\nin the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A\nBook-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter\nin the form of Exhibit C from the Transferee to the effect that such Transferee is a Qualified Institutional Buyer (an “Investment\nRepresentation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,\nthen the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary\nRegulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,\nthe Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest\nin the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the\nCertificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account\nof the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction\nin the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry 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 S\nBook-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.\n\n(f)               \nTemporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary\nRegulation S Book-Entry Certificate as to\n\n -331- \n\n \n\nwhich the Certificate Registrar has received\nfrom Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”)\nto the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L\nfrom the holder of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the\nRestricted Period, for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall\neffect such exchange by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated\nRegulation S Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S\nBook-Entry Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the\nCertificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor\nand the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered\nto Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon\nany exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry\nCertificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction\nin the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate\nto reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the\nTemporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the\nsame benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated\nand delivered hereunder.\n\n(g)              \nNon-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than\na Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry\nCertificate of the same Class, or to Transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery\nthereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear\nor Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent\nbeneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,\nat its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,\n(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial\ninterest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate\nto be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such\nincrease and (3) a certificate in the form of Exhibit M (in the event that the applicable Book-Entry Certificate is the\nTemporary Regulation S Book-Entry Certificate), in the form of Exhibit N (in the event that the applicable Book-Entry\nCertificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O (in the event that the applicable\nBook-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel,\nor cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to\nthe 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 Book-Entry Certificate by the aggregate\n\n -332- \n\n \n\nCertificate Balance of the portion of the Non-Book\nEntry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions\na beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book\nEntry Certificate so canceled. Upon the written direction of the Depositor (which may be by email 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)              \nNon-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when\npermitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a Transferee of an interest in any Rule 144A\nBook-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or\nto a Transferee of a Non-Book Entry Certificate (or any portion thereof).\n\n(i)                \n[Reserved].\n\n(j)                \nOther Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates\nmay be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)\nthrough (f) above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A or\nRegulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate\nRegistrar.\n\n(k)              \nRestricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, Transfers\nof interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be\nlimited to Transfers made pursuant to the provisions of subsection (e) above.\n\n(l)                \nIf Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive\nlegend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates\nso issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the\nCertificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions\non Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A or Regulation S\nunder the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that\ndo not bear such legend.\n\n(m)            \nAll Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the Certificate\nRegistrar in accordance with the Certificate Registrar’s customary procedures.\n\n(n)              \nWith respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial Transfer\nto the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received\neither (i) a representation letter from the proposed purchaser or Transferee of such Certificate substantially in the form of Exhibit\nF-1, to the effect that such proposed purchaser or Transferee\n\n -333- \n\n \n\nis not and will not be (A) an employee\nbenefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code,\nor a governmental plan (as defined in Section 3(32) of ERISA) or any other plan subject to any federal, state or local law that is,\nto a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”)\nor (B) any person acting on behalf of any such Plan (including an entity\nwhose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor\nRegulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of any such Plan to acquire such Certificate,\nother than an insurance company using the assets of its “insurance company general account” (as such term is defined in Section\nV(e) of Prohibited Transaction Class Exemption 95-60) under circumstances whereby the purchase and holding of such Certificates by such\ninsurance company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited\nTransaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition by such\nPlan will not constitute or result in a non-exempt violation of applicable Similar Law) or (ii) if such Certificate is presented\nfor registration in the name of a purchaser or Transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory\nto the Trustee, the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by\nsuch purchaser or Transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning\nof ERISA or Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate\nAdministrator, the Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters,\nthe Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities\nunder ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate\nAdministrator shall not register the sale, Transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee\nand Certificate Administrator have received either the representation letter described in clause (i) above or the Opinion\nof Counsel described in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel\nshall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, any sub-servicer, the Trustee, the Certificate\nAdministrator, the Certificate Registrar, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer\nor the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not and will not become\na Person specified in clauses (i)(A) or (i)(B) above. Any Transfer, sale, pledge or other non-exempt prohibited transaction\nunder ERISA or Section 4975 of the Code or a non-exempt violation of any Similar Law, or would otherwise violate the provisions of\nthis Section 5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.\n\n(o)              \nNo Class R Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is or will be a\nPlan, or any person acting on behalf of any Plan (including an entity whose underlying assets include Plan assets by reason of investment\nin the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)\nof ERISA) or using the assets of any Plan to purchase any Class R Certificate. Each prospective Transferee of a Class R Certificate shall\ndeliver to the Transferor and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2,\nstating that the prospective Transferee is not and will not become a Plan\n\n -334- \n\n \n\nor a person acting on behalf of any Plan (including\nan entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application\nof Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of any Plan. Each Holder\nof a Class R Certificate shall be deemed to represent that it is not and will not become a Person specified in the second preceding sentence.\nAny attempted or purported Transfer in violation of these Transfer restrictions\nshall be null and void *ab initio* and shall vest no rights in any purported Transferee and shall not relieve the Transferor of any\nobligations with respect to the applicable Certificates.\n\nEach Person who has or acquires\nany Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed to\nbe bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject to\nthe following provisions:\n\n(i)                               Each Person\nacquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual Ownership\nInterest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee. Any such\nPerson shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the beneficial\nowner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this Section 5.03(o)\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\nto registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.\n\n(ii)                            No Residual\nOwnership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express written\nconsent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall\nnot be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership Interest,\nthe Certificate Registrar shall, as a condition to such consent, (x) require the proposed Transferee to deliver, and the proposed\nTransferee shall deliver to the Certificate Registrar and to the proposed Transferor, an affidavit in substantially the form attached\nas Exhibit D-1 (a “Transferee Affidavit”) of the proposed Transferee (A) that such proposed Transferee\nis a Permitted Transferee and (B) stating that (1) the proposed Transferee historically has paid its debts as they have\ncome due and intends to do so in the future, (2) the proposed Transferee understands that, as the holder of a Residual Ownership\nInterest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed Transferee\nintends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed Transferee will\nnot cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base,\nwithin the meaning of an applicable income tax treaty, of such proposed Transferee or any other U.S. Tax Person, (5) the proposed\nTransferee will not Transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which\nthe proposed Transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent\n\n -335- \n\n \n\n(including a broker, nominee or other\nmiddleman) for a Person that is not a Permitted Transferee, and (6) the proposed Transferee expressly agrees to be bound by and to\nabide by the provisions of this Section 5.03(o) and (y) other\nthan in connection with the initial issuance of a Class R Certificate, require a statement from the proposed Transferor substantially\nin the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed Transferor has no actual\nknowledge that the proposed Transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed Transferee’s\nstatements in its Transferee Affidavit are false.\n\n(iii)                         Notwithstanding\nthe delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible Officer of the\nCertificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such proposed Transferee\nshall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, the\nCertificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed Transferee is a\nPermitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified\nOrganization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any\nevent not later than sixty (60) days after a request for information from the Transferor of such Residual Ownership Interest or such\nagent, the Certificate Registrar agrees to furnish to the IRS and the Transferor of such Residual Ownership Interest or such agent such\ninformation necessary to the application of Section 860E(e) of the Code as may be required by the Code, including, but not limited\nto, the present value of the total anticipated excess inclusions with respect to such Class R Certificate (or portion thereof)\nfor periods after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee\nfor computing and furnishing such information to the Transferor or to such agent referred to above; provided, however,\nthat such Persons shall in no event be excused from furnishing such information.\n\n(p)              \nThe Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.\n\n(q)              \nNotwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding\nrequirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator\nreasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,\nand the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information reasonably\nrequired by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or original issue discount\npayments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator\nshall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes\nof this Agreement.\n\n(r)               \nEach Certificate Owner of a Non-Registered Certificate shall be deemed to have been represented and agreed as follows:\n\n -336- \n\n \n\n(i)           Such Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account\nor for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered\nCertificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional\nAccredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its own account\nor for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate with a view\nto any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set forth in this Section\n5.03, or (C) (except with respect to the Class R Certificates) is an institution that is not a United States Securities Person, and\nis purchasing such Non-Registered Certificate in an Offshore Transaction.\n\n(ii)       Such\nCertificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under the Securities\nAct or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except (A) to a person\nwhom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (B)\n(except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person in an Offshore Transaction\nin accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R Certificates) to an Institutional Accredited\nInvestor that is not a Qualified Institutional Buyer, and in each case, in accordance with any applicable federal securities laws and\nany applicable securities laws of any state of the United States or any other jurisdiction.\n\n(iii)    Such\nCertificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institutional Buyer or a\nnon-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry\nform and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such transfer\nof the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification that\nthe transfer complies with such restrictions, as described in this Section 5.03.\n\n(iv)     Such\nCertificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics\nof the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,\ncharter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that\nis applicable to such Certificate Owner.\n\n(s)               \nEach beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code\n(an “ERISA Plan”) or is acting on behalf of or using the assets of such an ERISA Plan will be deemed to have represented\nand warranted that (i) none of the Depositor, Mortgage Loan Sellers, the Trust, any Underwriter, any Initial Purchaser, the Trustee,\nthe Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer,\nor any of their respective\n\n -337- \n\n \n\naffiliated entities, has provided any investment\nrecommendation or investment advice to the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan in connection\nwith the decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the meaning of Section 3(21)\nof ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates\n(unless an applicable prohibited transaction exemption is available (all of the conditions of which are satisfied) to cover the purchase\nand holding of the Certificates or the transaction is not otherwise prohibited), and (ii) the ERISA Plan fiduciary making the decision\nto acquire the Certificates is exercising its own independent judgment in evaluating the investment in the Certificates.\n\nSection 5.04       \nMutilated, Destroyed, Lost or Stolen Certificates. If (a) any\nmutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction\nof the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity\nas may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate\nhas been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu\nof any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection\nwith the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum\nsufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate\nissued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if\noriginally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.\n\nSection 5.05       \nPersons Deemed Owners. The Master Servicer, the Special Servicer,\nthe Certificate Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose\nname any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement\nand for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,\nthe Certificate Registrar, or 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 Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report,\nstatement or other information to such beneficial owner (or prospective Transferee).\n\nSection 5.06       \nAccess to List of Certificateholders’ Names and Addresses; Special Notices. (a) The\nCertificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the names\nand addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing\nfrom the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires\nto communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides\na copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business\nDays after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access\nduring normal\n\n -338- \n\n \n\nbusiness hours to a current list of the Certificateholders\nrelated to the Class of Certificates held by such Certificateholder. Every Certificateholder, by receiving and holding a Certificate,\nagrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list\nof the Certificateholders or the identity of the Directing Certificateholder\nhereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate\nAdministrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from\ntime to time upon request therefor.\n\n(b)              \n(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance with\nSection 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding\nsuch Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners\nrelated to 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 Certificateholder or Certificate Owner making the request, (b) the date the request was received,\n(c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or\nCertificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise\nof rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact\nthe requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially the following form shall\nbe deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator received from [name],\na Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate Owners in the securitization\ntransaction to which this report on Form 10-D relates (the “Securitization”). The requesting Certificateholder or Certificate\nOwner is interested in communicating with other Certificateholders and Certificate Owners with regard to the possible exercise of rights\nunder the pooling and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the\nrequesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”\n\n(ii)                            In verifying\nthe identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the Certificateholder\nor Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall not require any further\nverification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect to any Certificate,\nthe Certificate Administrator shall require no more than (x) a written certification from such Certificateholder or Certificate\nOwner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate (*e.g.*,\ntrade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall not have any obligation\nto verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such information\nconclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request to communicate shall be\npaid by the Trust.\n\n -339- \n\n \n\nSection 5.07       \nMaintenance of Office or Agency. The Certificate Registrar\nshall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration\nof Transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement\nmay be served. The Certificate Registrar initially designates its office at 1505 Energy Park Drive, St. Paul, Minnesota 55108 as its\noffice for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of\nany change in the location of the Certificate Register or any such office or agency.\n\nSection 5.08       \nAppointment of Certificate Administrator. (a)  Computershare\nTrust Company, National Association, is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement\n(including, as applicable, any agents or affiliates utilized thereby). If the Certificate Administrator resigns or is terminated, the\nTrustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations\nof the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.\n\n(b)              \nThe Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s\nCertificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,\nAppraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper\nparty or parties.\n\n(c)              \nThe Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses incurred\nby the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the\nadvice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken\nor suffered or omitted by it hereunder in good faith and in accordance therewith.\n\n(d)              \nThe Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good\nfaith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.\n\n(e)              \nThe Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly\nor by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates or\nattorneys shall not relieve the Certificate Administrator of its duties or obligations hereunder.\n\n(f)               \nThe Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special\nServicer or the Depositor.\n\nSection 5.09       \n[Reserved].\n\nSection 5.10       \nVoting Procedures. With respect to any matters submitted to Certificateholders\nfor a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and\ndirectly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered in\n\n -340- \n\n \n\naccordance 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\nshall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related\nballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive\nCertificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered\nin this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.\n\n(b)              \nIn connection with any vote administered pursuant to this Agreement, voting Holders shall 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 Certificates shall be calculated by the Certificate Administrator\nin accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding Certificate Balance\ngreater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its vote, the vote may be changed\nor retracted on or before the vote deadline. Any changes or retractions shall be communicated by the Certificateholder to the Certificate\nAdministrator in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the\nHolder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone,\ncould approve or deny the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees\nor purchasers of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its\nacquisition of such Certificate.\n\n(c)              \nThe Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator\nshall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete\nballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after\nthe votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include\nthe percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In\naddition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall be distributed in\naccordance with the methods described in Section 5.10(a) above. The Certificate Administrator shall also include such notice\non the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed. All vote\ntabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct a new\nvote for the same proposition.\n\n(d)              \nAny and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne\nby the Trust. The Certificate\n\n -341- \n\n \n\nAdministrator is under no obligation to advise\nHolders about the 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 Certificateholders is needed for some matter related to the administration of\nthe Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the\nCertificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all\nsuch votes require a majority of Certificateholders to carry a proposition.\n\n[End of Article V]\n\nArticle VI\n\nTHE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the\n\nOperating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE\n\nDIRECTING CERTIFICATEHOLDER\nand the risk retention\n\nconsultation party\n\nSection 6.01       \nRepresentations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations\nReviewer. (a)  The Master Servicer, for itself only, hereby represents,\nwarrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Risk Retention Consultation\nParty, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations\nReviewer and the Operating Advisor, as of the Closing Date, that:\n\n(i)                               The Master\nServicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States,\nand the Master Servicer is in compliance with the laws of each State in which any 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 (A) violate the Master Servicer’s organizational documents, (B) 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 agreement or\nother material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate any law, rule,\nregulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case of either (B) or (C),\nis likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;\n\n(iii)                         The Master\nServicer has the full power and authority to enter into and consummate all transactions to be performed by it 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 -342- \n\n \n\n(iv)                        This Agreement,\nassuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of\nthe Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy,\ninsolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and,\nto the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201\nof the Dodd-Frank Act) or their Affiliates and (B) general principles of equity, regardless of whether such enforcement is considered\nin a proceeding in equity or at law;\n\n(v)                           The Master\nServicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of\nthis Agreement will not constitute a violation of, any law, 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 Master Servicer’s good faith and reasonable\njudgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;\n\n(vi)                        No litigation\nis pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit the\nMaster Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to\nmaterially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;\n\n(vii)                     The Master\nServicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to such risks,\nwhich in either case complies with the requirements of Section 3.07; and\n\n(viii)                  No consent,\napproval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required under\nfederal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with,\nthis Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other than (A) such consents,\napprovals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained, made or given prior to the\nactual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack of such consent, approval,\nauthorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the\nMaster Servicer under this Agreement.\n\n(b)              \nThe Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit\nof the Certificateholders, the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator,\nthe Master Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:\n\n(i)                               The Special\nServicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the Florida, and is\nin compliance\n\n -343- \n\n \n\nwith the laws of each State in which\nany Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;\n\n(ii)                            The execution\nand delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special\nServicer, do not (A) violate the Special Servicer’s organizational documents, (B) 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 agreement or\nother material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule,\nregulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case of either (B) or (C),\nis likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement;\n\n(iii)                         The Special\nServicer has the full power and authority to enter into and consummate all transactions to be performed by it 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 the other parties hereto, constitutes a valid, legal and binding obligation of\nthe Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable\nbankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights\ngenerally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined\nin Section 201 of the Dodd-Frank Act) or their Affiliates and (B) general principles of equity, regardless of whether such enforcement\nis considered in a proceeding in equity or at law;\n\n(v)                           The Special\nServicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of\nthis Agreement will not constitute a violation of, any law, 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 Special Servicer’s good faith and\nreasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under\nthis Agreement;\n\n(vi)                        No litigation\nis pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which 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 the ability of the Special Servicer to perform its obligations under this Agreement;\n\n(vii)                     The Special\nServicer has errors and omissions coverage that is in full force and effect or is self-insuring with respect to such risks, which in\neither case complies with the requirements of Section 3.07; and\n\n -344- \n\n \n\n(viii)                  No consent,\napproval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution,\ndelivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of\nthe transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which\nhas been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement,\nor which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its obligations\nhereunder.\n\n(c)              \nThe Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,\nthe Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer\nand the Special Servicer, 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 New York,\nand the Operating Advisor is in compliance with the laws of each State in which any 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 Operating Advisor, and the performance and compliance with the terms of this Agreement by the Operating\nAdvisor, do not (A) violate the Operating Advisor’s organizational documents, (B) 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 agreement or\nother material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule,\nregulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case of either (B) or\n(C), is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations under this Agreement\nor its financial condition;\n\n(iii)                         The Operating\nAdvisor has the full power and authority to enter into and consummate all transactions to be performed by it 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 the other parties hereto, constitutes a valid, legal and binding obligation of\nthe Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable\nbankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights\ngenerally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity\nor at law;\n\n(v)                           The 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\n\n -345- \n\n \n\nAgreement will not constitute a violation\nof, any law, order or decree of any court or arbiter, or any order regulation or demand of any federal, state or local governmental or\nregulatory authority, which violation, in the Operating Advisor’s good faith and reasonable judgment, is likely to materially and\nadversely affect either the ability of the Operating Advisor to perform its obligations under this Agreement or the financial condition\nof the Operating Advisor;\n\n(vi)                        The Operating\nAdvisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements of Section 3.07;\n\n(vii)                     No litigation\nis pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which would prohibit\nthe Operating 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(viii)                  No consent,\napproval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution,\ndelivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement or the consummation\nof the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or order\nwhich has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its obligations under this Agreement,\nor which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations\nhereunder; and\n\n(ix)                          The Operating\nAdvisor is an Eligible Operating Advisor.\n\n(d)              \nThe Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,\nthe Risk Retention Consultation Party and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,\nas of the Closing Date, that:\n\n(i)                               The Asset\nRepresentations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of the\nState of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged Property\nis located to the extent necessary to perform its obligations under this Agreement;\n\n(ii)                            The 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 (A) violate the Asset Representations Reviewer’s organizational documents,\n(B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result\nin the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its\nassets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations Reviewer or its\n\n -346- \n\n \n\nproperty is subject, which, in the case\nof either (B) or (C), is likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform\nits obligations under this Agreement or its financial condition;\n\n(iii)                         The Asset\nRepresentations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated\nby this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered\nthis Agreement;\n\n(iv)                        This Agreement,\nassuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of\nthe Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the terms hereof, subject\nto (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of\ncreditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered\nin a proceeding in equity or at law;\n\n(v)                           The Asset\nRepresentations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance\nwith the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation\nor demand of any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations Reviewer’s\ngood faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations Reviewer\nto perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;\n\n(vi)                        No litigation\nis pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations Reviewer,\nwhich 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\nRepresentations Reviewer has errors and omissions coverage that is in full force and effect, which complies with the requirements of\nSection 3.07;\n\n(viii)                  No consent,\napproval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution,\ndelivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer with, this Agreement\nor the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement, except for any consent,\napproval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Asset Representations\nReviewer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability\nof the Asset Representations Reviewer to perform its obligations hereunder; and\n\n -347- \n\n \n\n(ix)                          The Asset\nRepresentations Reviewer is an Eligible Asset Representations Reviewer.\n\n(e)              \nThe representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this\nAgreement. Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any\nCertificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially\nand adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall give\nprompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of\na Control Termination Event, the Directing Certificateholder.\n\nSection 6.02       \nLiability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer.\nThe Depositor, the Master Servicer, the Operating Advisor, the Special Servicer\nand the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the respective obligations specifically\nimposed upon and undertaken by, and no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the\nOperating Advisor, the Special Servicer and the Asset Representations Reviewer herein.\n\nSection 6.03       \nMerger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the\nAsset Representations Reviewer. (a)  Subject to subsection (b)\nbelow, the Depositor, the Master Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises\nas an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification\nto do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability\nof this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.\n\n(b)              \nThe Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may\nbe merged or consolidated with or into any Person, or Transfer all or substantially all of its assets (which may be limited to all or\nsubstantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be)\nto any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special\nServicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the\nDepositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, shall be the successor\nof the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer (such Person,\nin the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving Entity”),\nas the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor\nshall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,\nor the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part\nof any of the parties hereto, anything herein to the contrary notwithstanding; provided, however,\n\n -348- \n\n \n\nthat with respect to such merger, consolidation\nor succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect\nto any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will\nnot result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation\nmay be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates\nas described in Section 3.25); provided, further, that\nif the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the\nMaster Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the Surviving Entity\nunder applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the\nmerger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to\nany class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade,\nwithdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect\nto any Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the\nExchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger\nNotice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other\nSecuritization, as the case may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing\nthat the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has not\ncomplied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying\nthe instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such\nOther Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor\nentity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, Special\nServicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person\nthat is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited\nParty, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the Surviving Entity\nof such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations\nhereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.\nIf, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,\nas the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master\nServicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination,\nin the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such\nconsent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions\nset forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s\nservicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.\n\n -349- \n\n \n\n(i)                               The Asset\nRepresentations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization,\nand shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.\n\n(ii)                            Any Person\ninto which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or consolidation\nto which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations Reviewer,\nshall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities and\nobligations of such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any further act on the\npart of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the Trustee\nhas received a Rating Agency Confirmation with respect to such successor or surviving Person.\n\nSection 6.04       \nLimitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer and Others. (a)  None of the Depositor, the Master Servicer\n(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer\nor any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under\nany liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of\nany action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision\nshall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the\nOperating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations made by it\nherein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of\nsuch party’s obligations or duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The\nDepositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the\nAsset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the\nMaster Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations\nReviewer may rely on any document of any kind which, *prima facie*, is properly executed and submitted by any Person respecting any\nmatters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,\nthe Operating Advisor, the Asset Representations Reviewer and their respective affiliates and any partner, director, officer, shareholder,\nmember, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims,\nlosses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and\nexpenses (including without limitation, costs and expenses of litigation and of enforcement of this indemnity and of investigation, counsel\nfees, damages, judgments and amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative\naction (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans, the Trust or the Certificates,\nother than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof;\n\n -350- \n\n \n\n(ii) incurred in connection with any breach\nof a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the\nperformance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in\nthe case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred\nin connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined\nby a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian,\nCertificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential loss or damage\nof any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised\nof the likelihood of such loss or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity\nas Companion Paying Agent), the Special Servicer, the Operating Advisor and the Asset Representations Reviewer conclusively may rely on,\nand shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors\nor any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal,\nbond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed\nor in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating\nAdvisor or the Asset Representations Reviewer to be genuine and to have been signed or presented by the proper party or parties and each\nof them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization\nand protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice\nor Opinion of Counsel.\n\n(b)              \nNone of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating\nAdvisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative\naction (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement\nor which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided, however, that\neach of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may in its\ndiscretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement\nand the rights and duties of the parties hereto and the interests of the Certificateholders (and, in the case of any Serviced Whole Loan,\nthe rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate\nor *pari passu* nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the\nholder of any related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable\nServiced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection\nAccount if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities\nrelate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will\nbe used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal\nexpenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs\n\n -351- \n\n \n\nand liabilities of the Trust, and the Depositor,\nthe Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor and the Asset Representations\nReviewer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit\nin the Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).\n\n(c)              \nEach of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related\nServiced Companion Noteholders, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer\n(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the\nMaster Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them\nharmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,\nand any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain arising from or\nas a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in\nthe performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special\nServicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made\nherein by the Master Servicer or the Special Servicer, as applicable. The Depositor, the Trustee, the Certificate Administrator, the Operating\nAdvisor or the Asset Representations Reviewer, as the case may be, shall immediately notify the Master Servicer or the Special Servicer,\nas applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification\nhereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with counsel\nreasonably satisfactory to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the\nDepositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment\nor decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special\nServicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement\nor otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially\nprejudiced thereby.\n\n(d)              \nEach of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the\nDepositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate\nAdministrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset\nRepresentations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and\nhold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs\n(including, without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments,\nand any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,\nbad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties\nunder this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties\n\n -352- \n\n \n\nand obligations hereunder or by reason of breach\nof any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.\nThe Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may\nbe, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect\nto this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator\nshall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its capacity\nas Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay\nall expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may\nbe entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator shall not\naffect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s\nor the Certificate Administrator’s defense of such claim is materially prejudiced thereby.\n\n(e)              \nThe Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the\nSpecial Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust\nand any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against\nany and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in\nconnection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities,\nfees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor,\nin the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its duties\nand obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity\nshall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,\nthe Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is\nmade by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably\nsatisfactory to the Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or the Special Servicer) and\npay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which\nmay be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of\nthe foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim\nis materially prejudiced thereby.\n\n(f)               \nThe Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),\nthe Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and\nany partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any\nand all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs (including,\nwithout limitation, in connection with the enforcement of such indemnified party’s rights under this\n\n -353- \n\n \n\nAgreement), liabilities, fees and expenses\nthat any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Operating Advisor,\nin the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Operating Advisor of\nits duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such\nindemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,\nthe Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is\nmade by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon\nthe Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in\nits capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer\nor the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment\nor decree which may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect\nany rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s\ndefense of such claim is materially prejudiced thereby.\n\n(g)              \nNeither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,\nemployees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining\nfrom the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that\nthis provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct,\nbad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.\n\n(h)              \nThe Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent,\nif applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and\nany partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any\nand all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in connection\nwith the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities, fees\nand expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Asset\nRepresentations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by\nthe Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties\nmade herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,\nthe Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset\nRepresentations Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust\nto indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably\nsatisfactory to the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee,\nthe Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection\n\n -354- \n\n \n\ntherewith, including counsel fees, and promptly\npay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so\nnotify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this\nAgreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.\n\n(i)                \nThe applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator,\nNon-Serviced Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Paying Agent, Non-Serviced Depositor and\nNon-Serviced Trustee, and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents\nand the applicable Non-Serviced Trust (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified\nby the Trust and held harmless against the Trust’s *pro rata* share (subject to the applicable Non-Serviced Intercreditor\nAgreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs,\nliabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the\nrelated Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations\nReviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced\nPSA or this Agreement (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of\nother mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA and, in the case of the\napplicable Non-Serviced Trust, to the extent of any additional trust fund expenses with respect to the related Non-Serviced Whole Loan\nunder the related Non-Serviced PSA).\n\n(j)                \nFor purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be,\nwill be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective obligations\nand duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the Special Servicer, as\napplicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer, as applicable,\nin accordance with the Servicing Standard, determines that compliance with such terms would or potentially would cause an Adverse REMIC\nEvent (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of\nwhich will be reimbursed as an additional expense of the Trust).\n\nThe indemnification provided\nherein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in its capacity\nas Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or\nthe Asset Representations Reviewer.\n\nSection 6.05       \nDepositor, Master Servicer and Special Servicer Not to Resign. Subject\nto the provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective\nobligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties hereunder are\nno longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on\nby it or (b) in the case of the Master Servicer or the Special Servicer, upon the\n\n -355- \n\n \n\nappointment of, and the acceptance of such\nappointment by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee\nof Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result\nin the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any)\n(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.25).\nAny such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above\nshall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior\nto the occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation\nof the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered\npursuant to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer shall become effective until\nthe Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s\nor Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation\nby the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall have filed any required\nForm 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion\nLoan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer,\npursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity\nto appoint any successor master servicer or special servicer with respect to this Section 6.05; provided that, such\nsuccessor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective\nAffiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved by\nthe Directing Certificateholder, such approval not to be unreasonably withheld. For the avoidance of doubt, if the Master Servicer or\nSpecial Servicer, as applicable do not choose to appoint a successor master servicer or special servicer, as applicable, the Trustee shall\nappoint such successor master servicer or special servicer, as applicable. The resigning party shall pay all reasonable out-of-pocket\ncosts and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator) associated\nwith a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event\nshall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer if such\nMaster Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.\n\nSection 6.06       \nRights of the Depositor in Respect of the Master Servicer and the Special Servicer. The\nDepositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but\nis not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer\nhereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however,\nthat the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of\nsuch performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure\nto act by the Master Servicer or the Special Servicer and is not obligated to\n\n -356- \n\n \n\nsupervise the performance of the Trustee, the\nMaster Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.\n\nSection 6.07       \nThe Master Servicer and the Special Servicer as Certificate Owner. The\nMaster Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate,\nCertificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”)\nthe same rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.\n\nSection 6.08       \nThe Directing Certificateholder and the Risk Retention Consultation Party. (a) (A)\nOther than with respect to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject\nto an AB Control Appraisal Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder\nshall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans (other than any Excluded Loan with\nrespect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) and (2) the Special Servicer with\nrespect to Non-Specially Serviced Loans (other than any Excluded Loan with respect to the Directing Certificateholder or the Holder of\nthe majority of the Controlling Class), as to all matters constituting Major Decisions and (B) the\nRisk Retention Consultation Party shall (other than with respect to an Excluded Loan as to such party) be entitled to consult on a strictly\nnon-binding basis with the Special Servicer with respect to any Major Decision (provided that prior to the occurrence and continuance\nof a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any\nconsultation with the Risk Retention Consultation Party under this Agreement shall occur only upon request of the Risk Retention Consultation\nParty, and any such consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the\nprocedures and timing of such consultation set forth in this Section 6.08. Notwithstanding\nanything herein to the contrary, except as set forth in, and in any event subject to, the second and third paragraphs of this Section 6.08,\n(i) the Master Servicer shall not be permitted to take (A) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance\nof an AB Control Appraisal Period, any “major decision” (as defined in the related Intercreditor Agreement) unless the consent\nof the related AB Whole Loan Controlling Holder has been obtained by the Special Servicer or (B) any of the following actions irrespective\nof whether any such Major Decision constitutes a “major decision” under, and as defined in, the related Intercreditor Agreement\n(each a “Major Decision”) unless it has obtained the consent of the Special Servicer (except as otherwise provided\nfor in the first proviso following the Major Decisions listed below) and (ii) with respect to any Mortgage Loan (other than any Non-Serviced\nMortgage Loan or any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class)\nor any Serviced Whole Loan, for so long as no Control Termination Event has occurred and is continuing (such limitation not to be applicable\nto a Loan-Specific Directing Certificateholder), the Special Servicer shall not be permitted to take any of the following actions or consent\nto the Master Servicer’s taking any of the following actions (except as otherwise provided for in the first proviso following the\nMajor Decisions listed below) as to which the Directing Certificateholder has objected in writing (i) with respect to any Major Decision\nother than pursuant to clause (ix) below, within ten (10) Business Days (or, if the Directing Certificateholder and the Special\nServicer are affiliates, five (5) Business Days) and (ii) within thirty (30) days with respect to clause (ix) below, in each cause,\nafter receipt of the\n\n -357- \n\n \n\nwritten recommendation and analysis (provided\nthat if such written objection has not been received by the Special Servicer within such five (5) Business Day, ten (10) Business Day\nor thirty (30) day period, then the Directing Certificateholder will be deemed to have approved such action):\n\n(i)                               any proposed\nor actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties\nsecuring such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans as come into and continue in default;\n\n(ii)                            any modification,\nconsent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material non-monetary term (including,\nwithout limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan (other than any Non-Serviced Mortgage\nLoan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan;\n\n(iii)                         following\na default or an event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any\nexercise of remedies, including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial\nor otherwise, under the related Mortgage Loan documents;\n\n(iv)                        any sale\nof a Defaulted Loan or REO Property or a defaulted loan that is a Non-Serviced Mortgage Loan that the Special Servicer is permitted to\nsell, in each case for less than the applicable Purchase Price;\n\n(v)                           any determination\nto bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous\nMaterials located at a Mortgaged Property or an REO Property;\n\n(vi)                        any release\nof material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced Mortgage\nLoan) or Serviced Whole Loan or any consent to either of the foregoing, other than (1) the release of collateral securing any Mortgage\nLoan in connection with a defeasance, (2) the acceptance of substitute or additional collateral in the form of non-callable United States\nTreasury obligations in connection with a defeasance; or (3) immaterial condemnation actions and other similar takings, or if otherwise\nrequired pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;\n\n(vii)                     any waiver\nof a “due on sale” or “due on encumbrance” clause with respect to a Mortgage Loan (other than any Non-Serviced\nMortgage Loan) or a Serviced Whole Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property or interests\nin the Mortgagor;\n\n -358- \n\n \n\n(viii)                  any property\nmanagement company changes with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) with a Stated Principal Balance\ngreater than $2,500,000, including, without limitation, approval of the termination of a manager and appointment of a new property manager,\nor franchise changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case,\nfor which lender consent or approval is required under the Mortgage Loan documents);\n\n(ix)                          releases\nof any material amounts from escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than\nthose required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole\nLoan and for which there is no lender discretion;\n\n(x)                             any acceptance\nof an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor, guarantor or other obligor or releasing\na Mortgagor, guarantor or other obligor from liability under a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced\nWhole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;\n\n(xi)                          any determination\nof an Acceptable Insurance Default;\n\n(xii)                       any modification,\nwaiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance or attornment\nagreement in connection with any lease, at a Mortgaged Property if (A) the lease involves a Ground Lease or lease of an outparcel or\naffects an area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements at the Mortgaged Property\nand (II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either is not a routine leasing matter\nor such transaction relates to a Specially Serviced Loan; provided, that if lender consent is not required for such transaction pursuant\nto the Mortgage Loan documents, such transaction will not constitute a Major Decision;\n\n(xiii)                    any material\nmodification, waiver or amendment of an Intercreditor Agreement, co-lender agreement or similar agreement with any mezzanine lender or\nsubordinate debt holder related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan), or any action to enforce rights (or decision\nnot to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof; provided, however\nthat any such modification or amendment that would (a) materially increase the scope of the Master Servicer’s obligations under\nthe subject agreement or this Agreement, (b) reduce any compensation due to Master Servicer, or modify the obligations of noteholders\nto pay their pro rata share of compensation due to the Master Servicer, under the subject agreement or this Agreement, (c) change the\nterms related to any advancing obligations or right to reimbursement, including related to reimbursement of advances, or interest on\nadvances, or the obligations of noteholders to pay their pro rata share of such\n\n -359- \n\n \n\nadvances or interest thereon, under the\nsubject agreement or this Agreement, (d) modify the Master Servicer’s right to reimbursement of any expense or the obligations of\nnoteholders to pay their pro rata share of expenses, or cause the Master Servicer to incur additional expenses as provided for in the\nsubject agreement or this Agreement, or (e) modify the timing of reports or remittances required to be delivered by the Master Servicer\nunder the subject agreement or this Agreement, will additionally require the consent of the Master Servicer as a condition to its effectiveness;\n\n(xiv)                   any incurrence\nof additional debt by a Mortgagor or any mezzanine financing by any beneficial owner of a Mortgagor (to the extent that the lender has\nconsent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether a lender has such consent rights\npursuant to the related Mortgage Loan documents, any Mortgage Loan document provision that requires that an Intercreditor Agreement be\nreasonably or otherwise acceptable to the lender shall constitute such consent rights));\n\n(xv)                      any determination\nby the Master Servicer to transfer a Mortgage Loan or Serviced Whole Loan to the Special Servicer under the circumstances described in\nclause (iv) of the definition of “Servicing Transfer Event”; or\n\n(xvi)                   with respect\nto the Haimov Miami Portfolio Mortgage Loan, approval of the release of the Pura Vida earnout reserve;\n\nprovided, however, that notwithstanding\nthe foregoing, the Master Servicer and Special Servicer may mutually agree that the Master Servicer shall process and obtain the prior\nconsent of the Special Servicer with respect to any of the Major Decisions with respect to any Non-Specially Serviced Loan and the Master\nServicer and the Special Servicer shall each be entitled to 50% of any Excess Modification Fees, assumption, consent and earnout fees\nand loan service transaction fees (other than assumption application fees, defeasance fees and review fees) paid in connection with such\nmatters, whether or not the Master Servicer processes such request; provided, further, that, in the event that the Special\nServicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable,\ndetermines that immediate action, with respect to the foregoing matters (or any other matter requiring the consent of (i) the Directing\nCertificateholder with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of a Control\nTermination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder, the Risk Retention Consultation\nParty or the Operating Advisor) or (ii) with respect to the Serviced AB Whole Loan, the AB Whole Loan Controlling Holder, prior to the\noccurrence and continuance of an AB Control Appraisal Period) is necessary to protect the interests of the Certificateholders (or, with\nrespect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as\na collective whole (taking into account the subordinate or *pari passu* nature of any Companion Loans)), the Special Servicer or\nthe Master Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s response\nor the AB Whole Loan Controlling Holder’s response (or without waiting to consult with the Directing Certificateholder, the Risk\nRetention Consultation Party or the Operating Advisor, as the case may be); provided that the Special Servicer or the Master\n\n -360- \n\n \n\nServicer, as the case may be, provides the\nDirecting Certificateholder (or the Operating Advisor, if applicable) and the Risk Retention Consultation Party (if applicable) with prompt\nwritten notice following such action including a reasonably detailed explanation of the basis therefor. The Special Servicer is not required\nto obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other matter requiring consent of the\nDirecting Certificateholder after the occurrence and during the continuance of a Control Termination Event; provided, however,\nthat, after the occurrence and during the continuance of a Control Termination Event but, with respect to the Directing Certificateholder\nonly, prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder\nin connection with any Major Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation with\nthe Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative\nactions recommended by the Directing Certificateholder, in respect thereof. Additionally, upon request, the Special Servicer shall consult\nwith the Risk Retention Consultation Party on a non-binding basis (provided,\nthat prior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced\nLoan) in connection with any Major Decision not relating to an Excluded Loan and consider alternative actions recommended by the Risk\nRetention Consultation Party in respect thereof. In the event the Special Servicer receives no response from the Directing Certificateholder\nor the Risk Retention Consultation Party within ten (10) Business Days (or if the Directing Certificateholder or the Risk Retention Consultation\nParty and the Special Servicer are affiliates, five (5) Business Days) following its written request for input on any required consultation,\nthe Special Servicer shall not be obligated to consult with the Directing Certificateholder or the Risk Retention Consultation Party on\nthe specific matter; provided, however*,* that the failure of the Directing Certificateholder or the Risk Retention\nConsultation Party to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder or the Risk\nRetention Consultation Party on any future matters with respect to the applicable Mortgage Loan or any other Mortgage Loan. In addition,\nafter the occurrence and during the continuance of a Control Termination Event and with respect to any AB Mortgage Loan, after the occurrence\nand during the continuance of both a Control Termination Event and an AB Control Appraisal Period, the Special Servicer will also be required\nto consult with the Operating Advisor in connection with any proposed Major Decision processed by the special servicer (and any other\nactions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance of a Control Termination\nEvent hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such\nconsultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor within\nten (10) Business Days following the later of (i) its written request for input on any required consultation and (ii) delivery\nof all such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the\nSpecial Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,\nthat the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation\nto consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding\nanything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the\nmajority of the Controlling Class (regardless of whether a Control Termination\n\n -361- \n\n \n\nEvent has occurred and is continuing), the\nSpecial Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving\nproposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with\nthe procedures set forth in this Section 6.08 for consulting with\nthe Operating Advisor. Notwithstanding anything in this Agreement to the contrary, for so long as LNR Partners, LLC is the special servicer,\nit will have no obligation to and not be required to consult with, or provide any information or reports to the Risk Retention Consultation\nParty with respect to any matter under this Agreement.\n\nIf there is any request for\nconsent required to be delivered to the Directing Certificateholder directly by the Master Servicer, the Directing Certificateholder shall\nbe entitled ten (10) Business Days to respond before its consent is deemed given notwithstanding any affiliation between the Directing\nCertificateholder and the Special Servicer.\n\nIn addition, with respect\nto any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the Directing\nCertificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related\nServiced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain\nfrom taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to which\nprovision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction or objection\ncontemplated by the first paragraph of this Section 6.08(a) or this paragraph, may require or cause the Master Servicer or\nSpecial Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor agreement,\napplicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders\nof the related Companion Loan), including without limitation the obligation of the Master Servicer and the Special Servicer to act in\naccordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating\nAdvisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities\nof the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable,\nto act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is\nnot in the best interests of the Certificateholders.\n\nIn the event the Special\nServicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder (or the AB Whole Loan\nControlling Holder, as applicable) or any advice from the Directing Certificateholder, the Risk Retention Consultation Party, the Operating\nAdvisor or the AB Whole Loan Controlling Holder, as applicable, would cause the Special Servicer or Master Servicer, as applicable, to\nviolate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special\nServicer or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,\nthe Risk Retention Consultation Party, the Operating Advisor or the AB Whole Loan Controlling Holder, as applicable, the Trustee and the\nRating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining\nfrom taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the\n\n -362- \n\n \n\nDirecting Certificateholder, the Risk\nRetention Consultation Party, the Operating Advisor or the AB Whole Loan Controlling Holder, as applicable, that does not violate the\nterms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in any\nliability on the part of the Master Servicer or the Special Servicer.\n\nIn addition, with respect\nto any matter for which the consent of the Directing Certificateholder is required or for which the Directing Certificateholder has the\nright to direct the Special Servicer, to the extent no specific time period for deemed consent is expressly stated, in the event no response\nfrom the Directing Certificateholder is received within ten (10) Business Days (or, with respect to communications between the Special\nServicer and the Directing Certificateholder, five (5) Business Days if the Directing Certificateholder is an affiliate of the Special\nServicer) following written request for input and all reasonably requested information on any required consent or direction, the Directing\nCertificateholder shall be deemed to have consented or approved on the specific matter; provided, however, that the failure\nof the Directing Certificateholder to respond will not affect any future matters with respect to the applicable Mortgage Loan or Serviced\nWhole Loan or any other Mortgage Loan.\n\nThe Directing Certificateholder\nshall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,\nor for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against any liability\nto a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the\nperformance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations or duties owed\nto the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the\nDirecting Certificateholder may take actions that favor the interests of one or more Classes of the Certificates including the Holders\nof the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder may have special relationships\nand interests that conflict with those of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely\nin the interests of the Holders of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder\ndoes not have any duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing\nCertificateholder shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of\nthe Controlling Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder\nmay take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof\nfor having so acted.\n\nThe Risk Retention Consultation\nParty shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,\nor for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be protected against\nany liability to the Holder of the VRR Interest that appointed the Risk Retention Consultation Party that would otherwise be imposed by\nreason of willful misconduct, bad faith or gross negligence in the performance of duties owed to such Holder of the VRR Interest or by\nreason of reckless disregard of obligations or duties owed to such Holder of the VRR Interest. By its acceptance of a Certificate, each\nCertificateholder acknowledges and\n\n -363- \n\n \n\nagrees that the Risk Retention Consultation\nParty may take actions that favor the interests of one or more Classes of the Certificates or, the Holder of the VRR Interest, over other\nClasses of the Certificates, and that the Risk Retention Consultation Party may have special relationships and interests that conflict\nwith those of Holders of some Classes of the Certificates, that the Risk Retention Consultation Party may act solely in the interests\nof the Holder of the VRR Interest, that the Risk Retention Consultation Party does not have any duties or liability to the Holders of\nany Class of Certificates, that the Risk Retention Consultation Party shall not be liable to any Holder of a Certificate other than the\nVRR Interest by reason of its having acted solely in the interests of the Holder of the VRR Interest, and that the Risk Retention Consultation\nParty shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Risk\nRetention Consultation Party or any director, officer, employee, agent or principal thereof for having so acted.\n\nAny Non-Serviced Whole Loan\nControlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for\nany action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each\nCertificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related Non-Serviced\nWhole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced\nPSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates, and that such Non-Serviced\nWhole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict\nwith those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such\nNon-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that\nsuch Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in\nthe interests of the Holders of the controlling class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling\nHolder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder\nmay take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,\nor any director, officer, employee, agent or principal thereof for having so acted.\n\n(b)              \nNotwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control\nTermination Event (and at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan and, prior to the occurrence and\ncontinuance of an AB Control Appraisal Period, the Serviced AB Whole Loan), the Directing Certificateholder (other than any Loan-Specific\nDirecting Certificateholder) shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;\n(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation\nTermination Event, the Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is\nentitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing\nCertificateholder and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with\nrespect to any Non-Serviced Mortgage Loan and any Excluded Loan) in connection with any action to be taken or refrained from taking to\nthe extent set forth herein; and (iii) after the occurrence of a Consultation\n\n -364- \n\n \n\nTermination Event (and at any time with respect\nto any Non-Serviced Mortgage Loan and any Excluded Loan), the Directing Certificateholder (other than any Loan-Specific Directing Certificateholder)\nshall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other than\nnotices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder\nand, other than with respect to any Excluded Loan, the Risk Retention Consultation Party shall remain entitled to receive any notices,\nreports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any other applicable party shall\nconsult with the Risk Retention Consultation Party to the extent set forth herein in connection with any action to be taken or refrained\nfrom being taken to the extent set forth herein.\n\nSection 6.09       \nKnowledge of Computershare Trust Company, National Association. Except\nas otherwise expressly set forth in this Agreement, Computershare Trust Company, National Association acting in any particular capacity\nhereunder will not be deemed to be imputed with knowledge of (a) Computershare Trust Company, National Association, acting in a capacity\nthat is unrelated to the transactions contemplated by this Agreement, or (b) Computershare Trust Company, National Association, acting\nin any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of\nthe obligations performed in such capacities are performed by one or more employees within the same group or division of Computershare\nTrust Company, National Association, or where the groups or divisions responsible for performing the obligations in such capacities have\none or more of the same Responsible Officers or Servicing Officers, as applicable.\n\n[End of Article VI]\n\nArticle VII\n\nSERVICER TERMINATION EVENTS\n\nSection 7.01       \nServicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer\nTermination Event,” wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may\nbe, any one of the following events:\n\n(i)                               (A) any\nfailure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or remit to\nthe Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit or remittance\nis first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day or (B) any\nfailure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account\nany amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on the relevant\nDistribution Date;\n\n(ii)                            any failure\nby the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to be made or to\nremit to the Master Servicer for deposit into the Collection Account or any other required account\n\n -365- \n\n \n\nhereunder, any amount required to be\nso deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;\n\n(iii)                         any failure\non the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any\nof its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A) with\nrespect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s\nor Special Servicer’s obligations, as applicable, contemplated by Article XI (after any applicable grace periods),\n(B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days\nin the case of a failure to pay the premium for any property Insurance Policy required to be maintained) after the date on which written\nnotice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer,\nas the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with\na copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage Interests aggregating not less than\n25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Whole Loan, if affected by that failure, by the holder\nof the related Serviced Pari Passu Companion Loan; provided, however, if such failure is capable of being cured and the\nMaster Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty\n(30) days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange\nAct reporting;\n\n(iv)                        any breach\non the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained in Section 6.01(a)\nand Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders\nor Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period of thirty\n(30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Master Servicer\nor the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the Master Servicer,\nthe Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates evidencing Percentage\nInterests aggregating not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced Whole Loan affected by\nsuch breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, that if such breach is\ncapable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30-day\nperiod will be extended an additional thirty (30) days;\n\n(v)                           a decree\nor order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or\nfuture federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or\nsimilar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or\nfor the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the\n\n -366- \n\n \n\nSpecial Servicer and such decree or order\nshall have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days;\n\n(vi)                        the Master\nServicer or the Special Servicer, as the case may be, shall consent to the appointment of a conservator, receiver, liquidator, trustee\nor similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings\nof or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property;\n\n(vii)                     the Master\nServicer or the Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally as they become\ndue, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the\nbenefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;\n\n(viii)                  KBRA\n(or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded or\nwithdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable,\nor (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable, on “watch status”\nin contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement\nshall not have been withdrawn by KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency,\nas applicable), within sixty (60) days of such rating action) and, in the case of either of clauses (A) or (B), KBRA has publicly cited\nservicing concerns with the Master Servicer or the Special Servicer, as the case may be, as the sole or a material factor in such rating\naction;\n\n(ix)                          the Master\nServicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”, respectively,\nby Fitch and such Master Servicer or such Special Servicer, as the case may be, is not reinstated to at least that rating within 60 days\nof the delisting; or\n\n(x)                             the Master\nServicer or the Special Servicer, as the case may be, is removed from S&P’s Select Servicer List as a “U.S. Commercial\nMortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer,” as applicable, and is not restored to such\nstatus on such list within 60 days.\n\n(b)              \nIf any Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as the case may be (in either case,\nfor purposes of this Section 7.01(b), the “Affected Party”), shall occur and be continuing, then, and in\neach and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and\nat the written direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than\nwith respect to any Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates\nentitled to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the\nMaster Servicer or the Special Servicer, as applicable, upon\n\n -367- \n\n \n\nfive Business Days’ written notice if\nthere is a Servicer Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy\nof such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11\nand Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds\nthereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party\nshall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided\nfor under this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written\nnotice except as otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement,\nwhether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to\nand be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01,\nand, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the\nAffected Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other\nacts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement\nor assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and the Special Servicer, as applicable,\neach agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty\n(20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested\nby it to enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and\nshall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case\nmay be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation,\nthe transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should\nhave been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special\nServicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO Property\n(provided, however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b)\nor pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued\nor owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special\nServicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and\nagents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04\nnotwithstanding any such termination).\n\n(c)              \nIf the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event\nunder Section 7.01(a)(viii) or Section 7.01(a)(ix) the Master Servicer shall have a forty-five (45) day period\nafter such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03\nand Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.\nDuring such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the event that the\nMaster Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master\n\n -368- \n\n \n\nservicer to assume the duties of the Master\nServicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.\n\nNotwithstanding Section 7.01(b),\nif any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of a Serviced\nPari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced Pari Passu Companion\nLoan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable, shall be entitled to direct\nthe Trustee to terminate the Special Servicer with respect to the related Serviced Whole Loan. Any Special Servicer appointed to replace\nthe Special Servicer with respect to a Serviced Mortgage Loan cannot at any time be (without the prior written consent of the holder of\nsuch Serviced Pari Passu Companion Loan) the Person (or Affiliate thereof) that was terminated at the direction of the holder of the related\nServiced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02\nand the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the\nprovisions of Section 7.02. Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject\nto the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment or replacement\nwill not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion\nLoan Securities (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency\nConfirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).\n\n(d)              \nSubject to the rights of the AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement and other than with\nrespect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the\nDirecting Certificateholder, at any time prior to the occurrence and continuance of a Control Termination Event, shall be entitled to\nterminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special Servicer under\nthis Agreement, (A) for cause at any time and (B) without cause if either (x) LNR Partners, LLC or its Affiliate is no longer the Special\nServicer or (y) LNR Securities Holdings, LLC and/or one or more of its Affiliates (including Starwood CMBS Horizontal Retention BBCMS\n2026-5C42 LLC) collectively own(s) less than 15% of the then-Controlling Class of Certificates (excluding any portion that comprises the\nVRR Interest), in each case, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator,\nthe Trustee and the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting the\nrequirements of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan (unless the Mortgage\nLoan is a Specially Serviced Loan), the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply\nto the related Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s rights and obligations\nunder this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor\nAgreement. Upon a termination of the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan)\nshall appoint a successor special servicer to assume the duties of the Special Servicer hereunder; provided, however, that\n(i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating\nAgency Confirmation and, in the case of any class of any Serviced Companion\n\n -369- \n\n \n\nLoan Securities the applicable rating agencies\ndeliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings\n(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation\nmay be considered satisfied with respect to the Certificates pursuant to Section 3.25),\n(iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required\nForm 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion\nLoan, (iv) the holders of the Controlling Class will be responsible for the reasonable fees and out-of-pocket expenses of any termination\nwithout cause (including the costs of obtaining a Rating Agency Confirmation) other than by a Loan-Specific Directing Certificateholder\nand (v) a Loan-Specific Directing Certificateholder will be responsible for the reasonable fees and out-of-pocket expenses of any termination\nwithout cause (including the costs of obtaining a Rating Agency Confirmation) caused by such Loan-Specific Directing Certificateholder.\n\nAfter the occurrence and\nduring the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates\nevidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally\nreduce the Certificate Balances of such Certificates pursuant to Section 4.05) of the Principal Balance Certificates on an\naggregate basis requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment\nby such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees\nand expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional\nexpenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation\nfrom each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator\nshall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with\nSection 3.13(b) and concurrently by mail conduct the solicitation of votes of all Certificates in such regard, which requisite\naffirmative votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so received, such\nvotes shall be null and void *ab initio*. Upon the written direction of Holders of Principal Balance Certificates evidencing at least\n66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer\nunder this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by\nsuch Certificateholders.\n\nThe Certificate Administrator\nshall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate\nAdministrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding\nthe foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for\nwhich it is not subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan.\n\nAn AB Whole Loan Controlling\nHolder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special Servicer\nsolely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;\n(B) the successor special servicer has assumed in\n\n -370- \n\n \n\nwriting (from and after the date such successor\nspecial servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this\nAgreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption\nagreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an\nopinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement\nto serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement\nwith respect to any Serviced AB Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable\nagainst such replacement in accordance with the terms hereof.\n\nThe parties hereto acknowledge\nthat, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement, if a\nservicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the holder of the related Non-Serviced\nMortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage\nLoan (or the Trustee (or, prior to a Control Termination Event, the Trustee acting at the direction of the Directing Certificateholder))\nshall be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced Special Servicer solely with respect to the\nrelated Non-Serviced Whole Loan(s). The appointment (or replacement) of a special servicer with respect to a Non-Serviced Whole Loan will\nin any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will be selected by the\nrelated Non-Serviced Trustee or, prior to a control termination event (or similarly defined term) under the related Non-Serviced PSA,\nby the related Non-Serviced Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed\nto replace the special servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof)\nthat was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing\nCertificateholder.\n\nFollowing the occurrence\nof a Consultation Termination Event, if the Operating Advisor determines that (i) the Special Servicer is not performing its duties as\nrequired hereunder or is otherwise not acting in accordance with the Servicing Standard and (ii) the replacement of the Special Servicer\nwould be in the best intertest of Certificateholders as a collective whole, the Operating Advisor may deliver to the Trustee and the Certificate\nAdministrator, with a copy to the Special Servicer, a written recommendation in the form of Exhibit W attached (which form\nmay be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject\nto compliance of such form with the terms and provisions of this Agreement; provided, further, that in no event shall the\ninformation or any other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons\nsupporting its position (along with relevant information justifying its recommendation) and recommending a suggested replacement special\nservicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice\nto all Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website in accordance\nwith Section 3.13(b), and concurrently by mail conduct the solicitation of votes of all Certificates in such regard, which\nrequisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so received,\nsuch votes shall be null and void *ab initio*. Upon\n\n -371- \n\n \n\n(i) the affirmative vote of Holders of\nPrincipal Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any\nAppraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates pursuant to Section 4.05)\nof all Principal Balance Certificates on an aggregate basis and (ii) receipt of Rating Agency Confirmation from each Rating Agency\nby the Certificate Administrator following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate\nall of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved by the\nCertificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable\nout-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such\nRating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special\nServicer shall be an additional expense of the Trust. In the event that the Certificate Administrator does not receive at least a majority\nof the requested votes, then the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement\nspecial servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this\nAgreement and to act as the Special Servicer’s successor hereunder. Notwithstanding\nthe foregoing, the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to a Serviced\nAB Whole Loan so long as the AB Whole Loan Controlling Holder is not subject to an AB Control Appraisal Period under the related Intercreditor\nAgreement or with respect to any Servicing Shift Whole Loan. For the sake of clarity, the recommendation of replacement of the Special\nServicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not\npreclude the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not be the\nremoved Special Servicer or its Affiliate.\n\nNo penalty or fee shall be\npayable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs of\nany such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.\n\nFor the avoidance of doubt,\nthe indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in Section 6.04,\nany action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d) (regarding\nremoval of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal of the Special Servicer).\n\n(e)              \nThe Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as\nare required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”\nstatus or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the remedy\nfor a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation\nof Section 7.01(b) and (c). The operation of this subsection (e) shall not be construed to limit the effect\nof Section 7.01(a)(viii).\n\n -372- \n\n \n\n(f)               \nNotwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion\nLoan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced\nCompanion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part\nof the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class\nof certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may not be terminated\nby or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates backed, wholly or partially,\nby such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced Companion Loan, the Master Servicer\nshall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.\n\n(g)              \n(i) Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer\nLoan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and\ncontinuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as to the Directing\nCertificateholder or the majority of the Controlling Class, the Directing Certificateholder shall appoint (and may remove and replace\nwith or without cause) an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special\nServicer Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if\nat any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing Certificateholder or the majority\nof the Controlling Class, the resigning Special Servicer shall use commercially reasonable efforts to select the related Excluded Special\nServicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special\nServicer or with respect to the identity of the applicable Excluded Special Servicer, and absent negligence, willful misconduct or bad\nfaith by the resigning Special Servicer, the resigning Special Servicer and any of its directors, members, managers, officers, employees\nand agents shall be entitled to be indemnified and held harmless by the Trust against any loss, liability or expense arising out of the\nactions or inactions and identity of the Excluded Special Servicer. It shall be a condition to any such appointment that (i) the\nRating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current\nratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities,\n(ii) the related Excluded Special Servicer, as certified by such Excluded Special Servicer, is a Qualified Replacement Special Servicer\nand (iii) the related Excluded Special Servicer delivers to the Depositor (and the Certificate Administrator) and any applicable\nOther Depositor (and any applicable Other Certificate Administrator), the information, if any, required under Item 6.02 of Form 8-K\npursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.\n\nIf at any time the Special\nServicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an REO Property)\nwith respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan\nor Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall become the Special Servicer\nagain for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be\n\n -373- \n\n \n\nentitled to all special servicing compensation\nwith respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan\nis no longer an Excluded Special Servicer Loan.\n\nThe applicable Excluded Special\nServicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and shall be entitled\nto all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage\nLoan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all\nother special servicing compensation with respect to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer\nLoans during such time).\n\nIf a Servicing Officer of\nthe Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that a Mortgage\nLoan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable, the Master\nServicer, the related Excluded Special Servicer or the Special Servicer, as applicable, shall provide prompt written notice thereof to\neach of the other parties to this Agreement.\n\nSection 7.02       \nTrustee to Act; Appointment of Successor. On and after the time\nthe Master Servicer or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence\nof Section 6.05 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided\nthat no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be\nthe successor to such party, until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided\nin this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects\nin its capacity as Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or provided\nfor herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)\nbenefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for\nthe benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however,\nthat any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01\nto provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of\na successor master servicer shall not affect any liability of the predecessor master servicer which may have arisen prior to its termination\nas Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer\nwhich may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or\nthe Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer or\nthe Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor master\nservicer or special servicer or for any losses incurred by the predecessor master servicer pursuant to Section 3.06 hereunder,\nnor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer\nor special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master\nservicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans that the Master\n\n -374- \n\n \n\nServicer would have been entitled to if the\nMaster Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment\npursuant to Section 3.06, and subject to Section 3.11,\nand the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would\nhave been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer\nor the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer\nor the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with\nrespect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with\nrespect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to\nthe Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as\na servicer by each Rating Agency, or if, (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other\nthan with respect to any Excluded Loan as to the Directing Certificateholder or the majority of the Controlling Class, the Directing Certificateholder\nor the Holders of Certificates entitled to 25% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition\na court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in\nSection 6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder\nin the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder.\nNo appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption\nin writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder\nthat arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable\nrating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities\nrelated to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner\nas any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),\n(iii) which appointment has been approved (prior to the occurrence and continuance of a Control Termination Event and other than\nwith respect to an Excluded Loan as to the Directing Certificateholder or the majority of the Controlling Class) by the Directing Certificateholder,\nsuch approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant\nto Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment\nof a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting,\nthe Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to\nthe Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor\nout of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation\nwith respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the\nterminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer\n(whichever is not the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary\nto effectuate any such succession. Any costs and expenses associated with the transfer of the\n\n -375- \n\n \n\nservicing function (other than with respect\nto a termination without cause) under this Agreement shall be borne by the predecessor master servicer or special servicer, as applicable.\nIf such predecessor master servicer or special servicer (as the case may be) has not reimbursed the party requesting such termination\nor the successor master servicer or special servicer for such expenses within ninety (90) days after the presentation of reasonable\ndocumentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer\nshall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special\nServicer has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take\nall reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses\nshall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator\nand the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer\nor Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate\nthe Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant\nto this paragraph.\n\nSection 7.03       \nNotification to Certificateholders. (a)  Upon any resignation\nof the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special\nServicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant\nto Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective\naddresses appearing in the Certificate Register.\n\nNot later than the later\nof (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute\na Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed to have notice of the occurrence\nof such an event in accordance with Section 8.02(vii), the Certificate Administrator shall transmit by mail to the Depositor\nand all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion Noteholder) notice of such occurrence,\nunless such default shall have been cured.\n\nSection 7.04       \nWaiver of Servicer Termination Events. The Holders of Certificates\nrepresenting at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event\nhereunder may waive such Servicer Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator\nof the occurrence of such Servicer Termination Event; provided, however, that a Servicer Termination Event under clause (i),\n(ii) or (viii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes and a Servicer\nTermination Event under clause (iii) of Section 7.01(a) relating to Exchange Act reporting may be waived only with\nthe consent of the Depositor. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist\nand shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders,\nthe Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement\naction taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall\n\n -376- \n\n \n\nextend to any subsequent or other Servicer\nTermination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions\nof this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04,\nCertificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with\nrespect to the matters described above as they would if any other Person held such Certificates.\n\nSection 7.05       \nTrustee as Maker of Advances. In the event that the Master Servicer\nfails to fulfill its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations\n(x) within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a\nServicer Termination Event under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge\nof such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with\nrespect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)\nunless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master\nServicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights of reimbursement\nand interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance\nor Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such Master\nServicer’s default in its obligations hereunder); provided, however, that if Advances made by the Trustee and the\nMaster Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to\nrepay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such\nAdvances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for\nsuch Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.\n\n[End of Article VII]\n\nArticle VIII\n\nCONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR\n\nSection 8.01       \nDuties of the Trustee and the Certificate Administrator. (a)  The\nTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of\nall Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically set\nforth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers\nvested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use\nunder the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained\nin this Agreement shall not be construed as a duty.\n\n(b)              \nThe Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,\norders or other instruments\n\n -377- \n\n \n\nfurnished to the Trustee or the Certificate\nAdministrator which are specifically required to be furnished to the Trustee or the Certificate Administrator pursuant to any provision\nof this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II,\nthe Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s\nWebsite or the 17g-5 Information Provider’s Website), shall examine them to determine whether they conform to the requirements of\nthis Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee\nor the Certificate Administrator shall notify the party providing such instrument and requesting the correction thereof. The Trustee or\nthe Certificate Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion,\nreport, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person,\nand accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.\n\n(c)              \nNo provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its\nown negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:\n\n(i)               \nPrior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may\nhave occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions\nof this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations\nas are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee\nand the Certificate Administrator and, in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the Trustee\nand the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed\ntherein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming to the requirements\nof this Agreement;\n\n(ii)              \nNeither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith\nby a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved\nthat the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and\n\n(iii)               \nNeither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered\nor omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of\nthe Percentage Interest of each affected Class, or of the Voting Rights of the Certificates, relating to the time, method and place of\nconducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred\nupon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such\naction).\n\n -378- \n\n \n\n(d)              \nThe Certificate Administrator shall make available via the Certificate Administrator’s Website initially located at *www.ctslink.com*\nto the Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this\nAgreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification\npursuant to this Agreement.\n\nSection 8.02       \nCertain Matters Affecting the Trustee and the Certificate Administrator. Except\nas otherwise provided in Section 8.01:\n\n(i)                               The Trustee\nand the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, direction\nof the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report,\nnotice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been\nsigned or presented by the proper party or parties;\n\n(ii)                            The Trustee\nand the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and\ncomplete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance\ntherewith;\n\n(iii)                         Neither\nthe Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this\nAgreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation\nhereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this\nAgreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security\nor indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred therein or thereby; neither\nthe Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability\nin the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless repayment of such funds\nor indemnity reasonably satisfactory to it against such risk or liability is reasonably assured to it; nothing contained herein shall,\nhowever, relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise\nsuch of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent\nman would exercise or use under the circumstances in the conduct of his own affairs;\n\n(iv)                        Neither\nthe Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good faith\nand believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;\n\n(v)                           Prior to\nthe occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have occurred,\nneither the\n\n -379- \n\n \n\nTrustee nor the Certificate Administrator\nshall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,\nreport, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of\nCertificates entitled to more than 50% of the Voting Rights; provided,\nhowever, that if the payment within a reasonable time to the Trustee\nor the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation\nis, in the opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate\nAdministrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,\nmay require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition to taking\nany such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;\n\n(vi)                        The Trustee\nor 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; provided, however, that the appointment of such agents, affiliates or attorneys\nshall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,\nthat the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is\na Prohibited Party;\n\n(vii)                     For all\npurposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have actual knowledge\nor notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any\nPerson upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer\nof the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act,\nfailure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate Administrator at the\nrespective Corporate Trust Office, and such notice references the Certificates or this Agreement;\n\n(viii)                  Neither\nthe Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer, the Special Servicer\n(unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall only be responsible\nfor its own actions as Master Servicer or Special Servicer), the Operating Advisor, the Asset Representations Reviewer or the Depositor;\n\n(ix)                          Neither\nthe Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is\ndetermined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable, negligence\nor willful misconduct was the primary cause of such insufficiency;\n\n(x)                             In no event\nshall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations hereunder\ndue to *force majeure* or acts of God; provided that such failure or delay is not also a result of its own negligence, bad\nfaith or willful misconduct;\n\n -380- \n\n \n\n(xi)                          Nothing\nherein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and\n\n(xii)                       Nothing\nherein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and\nprotections relative to the Trust.\n\nThe Trustee and the Certificate\nAdministrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee or Certificate\nAdministrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate\nRegistrar, 17g-5 Information Provider and Authenticating Agent).\n\nSection 8.03       \nTrustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The\nrecitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Section\n2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding\nCertificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be, and the\nTrustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator\nmakes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if\nany, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither the Trustee\nnor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates issued to\nit or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment\nof the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Account or any other account by or on behalf\nof the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee\nand the Certificate Administrator shall not be responsible for and may rely upon the accuracy or content of any resolution, certificate,\nstatement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer\nand accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.\n\nSection 8.04       \nTrustee or Certificate Administrator May Own Certificates. The\nTrustee or the Certificate Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the\nowner or pledgee of Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking\ntransactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.\n\nSection 8.05       \nFees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As\ncompensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring\nand otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator\nFee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee Rate, which\n\n -381- \n\n \n\nshall cover recurring and otherwise reasonably\nanticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage\nLoan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion\nLoan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate\nAdministrator Fee shall accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall\nbe computed in the same manner as interest is calculated thereon and for the same period respecting which any related interest payment\ndue or deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of\na trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution\nof the trusts hereby created and in the exercise and performance of any of the powers, rights and duties of the Trustee hereunder, except\nfor the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate\nAdministrator’s sole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement\nof expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any Companion\nLoan.\n\n(b)              \nThe Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)\nand any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be\nentitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier\nREMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including, without limitation, costs\nand expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and amounts paid\nin settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise\npaid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively,\nrelating to its enforcement of its indemnification under this Agreement or relating to the exercise and performance of any of the powers,\nrights and duties of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such\nas paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider), hereunder;\nprovided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons\nshall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses\nor disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course\nof the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof,\nwhich are not “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),\n(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability\nor expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate\nAdministrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties,\nor as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate\nAdministrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall\nsurvive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate\n\n -382- \n\n \n\nAdministrator, respectively, and appointment\nof a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,\nincluding Custodian, Certificate Registrar and Authenticating Agent.\n\n(c)              \nThe Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Sellers from and against any\nclaims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses\nincurred by the Depositor and any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the\nCertificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator\nis required to make information available to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,\nbad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any\nother capacity in which the Certificate Administrator is required to make information available to a Privileged Person that is an NRSRO,\nin the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.\n\nSection 8.06       \nEligibility Requirements for Trustee and Certificate Administrator. Each\nof the Trustee and the Certificate Administrator hereunder shall at all times be, and shall resign if it fails to be, (i) a corporation,\nnational bank, national banking association or a trust company, organized and doing business under the laws of any state or the United\nStates of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,\nhaving a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority\nand in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when\nthe Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section\n7.02) and (ii) in the case of the Trustee, an institution whose long-term senior unsecured debt or issuer credit rating is rated\nat least “BBB” by S&P, “A” by Fitch (or short-term rating of “F1” by Fitch) (provided,\nhowever, that the Trustee may maintain a rating of at least “BBB-” by Fitch as long as the Master Servicer has a long-term\nunsecured debt rating of at least “A” by Fitch or a short-term rating of at least “F1” by Fitch), and, if rated\nby KBRA, at least “BBB-” by KBRA (or if not rated by KBRA, then at least an equivalent rating by two other NRSROs, which may\ninclude S&P and Fitch), or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation;\n(iii) in the case of the Certificate Administrator, an institution whose long-term senior unsecured debt or issuer credit rating is rated\nat least “BBB-” by KBRA (or an investment grade rating by any other NRSRO, which may include S&P or Fitch); and (iv) an\nentity that is not a Prohibited Party.\n\nIf such corporation, national\nbank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid\nsupervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation,\nnational bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report\nof condition so published. In the event the place of business from which the Certificate Administrator administers the Trust REMICs or\nin which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of\na REMIC (other than a tax\n\n -383- \n\n \n\ncorresponding to a tax imposed under the REMIC\nProvisions), the Certificate Administrator or the Trustee, as applicable, shall elect either to (i) resign immediately in the manner\nand with the effect specified in Section 8.07, (ii) pay such\ntax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such\na tax.\n\nSection 8.07       \nResignation and Removal of the Trustee and Certificate Administrator. (a)  The\nTrustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice\n(of not less than 60 days unless such resignation is required due to a failure of the Certificate Administrator to meet the eligibility\nrequirements set forth in Section 8.06) thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator\nor the Trustee, as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and all Certificateholders.\nThe Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)\nand provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which\nshall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).\nUpon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee\nor certificate administrator and, prior to the occurrence and continuance of a Control Termination Event, acceptable to the Directing\nCertificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator\nand to the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special\nServicer, the Certificateholders and the Certificate Administrator or the Trustee, as applicable, by the Depositor. In the event of a\nresignation pursuant to this Section 8.07(a), the resigning Trustee or Certificate Administrator, as the case may be, must\npay all costs and expenses associated with the transfer of its responsibilities. If no successor trustee or certificate administrator\nshall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the\nresigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee\nor certificate administrator, as applicable, and any expenses associated with such petition shall be an expense of the Trust.\n\n(b)              \nIf at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06\n(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by\nthe Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting, or\nshall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall be appointed,\nor any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose\nof rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different than the Trustee) shall fail\n(other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder\nor as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable control),\nto timely publish any report to be delivered, published or otherwise made available by the Certificate Administrator pursuant to Section 4.02\nand such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions\nrequired pursuant to Section 4.01 or Section 9.01, then\n\n -384- \n\n \n\nthe Depositor may remove the Trustee or Certificate\nAdministrator, as applicable, and appoint a successor trustee or certificate administrator, by written instrument, in duplicate, which\ninstrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator\nin the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer,\nthe Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator has accepted an\nappointment within ninety (90) days after the giving of notice of removal, the removed trustee or certificate administrator, as applicable,\nmay petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such\npetition shall be an expense of the Trust. In the event of any such termination with cause pursuant to this Section 8.07(b),\nthe removed trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the\ntransfer of responsibilities.\n\n(c)              \nThe Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior written\nnotice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator\nby written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete\nset of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator so removed\nand one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer\nand the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause pursuant to this Section 8.07(c),\nthe successor trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect\nthe transfer of responsibilities from its predecessor.\n\n(d)              \nAny resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator\npursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment\nby the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator\nshall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect\nto any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay all costs and\nexpenses associated with the transfer of its duties.\n\nIf the same party is acting\nas Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or Certificate\nAdministrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate Administrator,\nas applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in each instance meeting\nthe eligibility requirements set forth hereunder.\n\nIn the event of a resignation\nof the Trustee or the Certificate Administrator, in any of their respective capacities (other than a resignation of the Trustee that is\nrequired solely due to a change in law or a conflict of interest arising after the Closing Date that is not waived by all of the parties\nin conflict or is unwaivable), such resignation shall be effective only as to such capacity as designated on the notice of resignation\nrequired under this Section 8.07; provided,\n\n -385- \n\n \n\nhowever, that a resignation of the Certificate\nAdministrator shall be deemed to be a resignation of the Certificate Administrator in each of its capacities as Custodian, Certificate\nRegistrar and 17g5 Information Provider, unless otherwise specified.\n\nUpon any succession of the\nTrustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the\npayment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses incurred\n(including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally liable for any action\nor omission of any successor trustee or certificate administrator.\n\n(e)              \nUpon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the\ntermination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage\nLoan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,\nrepresentation or warranty, express or implied, to the order of the successor, as Trustee for the benefit of the registered Holders of\nBBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42 or in blank, and (ii) in the\ncase of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee),\nassign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian\nwith respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement\nand assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee,\nthe Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee,\nas requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is\nendorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as Trustee for the benefit\nof the registered Holders of BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42 or in\nblank; provided, however, that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such\nMortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer\nshall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage\nLoan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage\nLoan document to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with\nany successor trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such\nsuccessor trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing\nthat, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such\nendorsement or assignment cannot be made for any reason, to note the same in such certification.\n\n(f)               \nNeither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.\n\n -386- \n\n \n\nSection 8.08       \nSuccessor Trustee or Certificate Administrator. (a)  Any\nsuccessor trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver\nto the Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument\naccepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator\nshall become effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become\nfully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally\nnamed as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files\nand related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian,\nwhich Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,\nthe Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably\nbe required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and\nto enable the successor trustee to perform its obligations hereunder.\n\n(b)              \nNo successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08\nunless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible\nunder the provisions of Section 8.06.\n\n(c)              \nUpon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,\nthe Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor\nand the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment by\nthe successor trustee or successor certificate administrator, as applicable, such successor trustee or successor certificate administrator\nshall cause such notice to be delivered at the expense of the Master Servicer.\n\nSection 8.09       \nMerger or Consolidation of Trustee or Certificate Administrator. Any\nPerson into which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any\nPerson resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party,\nor any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall\nbe the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee,\nsuch successor Person shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper\nor any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator\nshall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide\nnotice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post\nsuch notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).\n\nSection 8.10        Appointment\nof Co-Trustee or Separate Trustee. (a)  Notwithstanding\nany other provisions hereof, at any time, for the purpose of meeting any\n\n -387- \n\n \n\nlegal requirements of any jurisdiction in which\nany part of the Trust Fund or property securing the same may at the time be located or for enforcement actions or where a conflict of\ninterest exists, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments\nto appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate\ntrustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title\nto the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10,\nsuch powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the\nMaster Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in\ncase a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.\nNo co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06\nhereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under\nSection 8.08. All co-trustee fees shall be payable out of the Trust Fund.\n\n(b)              \nIn the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,\nduties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee\nand such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular\nact or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),\nthe Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations\n(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such\nseparate trustee or co-trustee at the direction of the Trustee.\n\n(c)              \nAny notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees\nand co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall\nrefer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance\nof the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with\nthe Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision\nof this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument\nshall be filed with the Trustee.\n\n(d)              \nAny separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full\npower and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and\nin its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,\nproperties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment\nof a new or successor trustee.\n\n(e)              \nThe appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its\nduties and responsibilities hereunder.\n\n -388- \n\n \n\nSection 8.11       \nAppointment of Custodians. The Certificate Administrator\nis hereby appointed as the Custodian to hold all or a portion of the Mortgage Files. The Custodian shall (i) except in the case of the\ninitial Custodian, be a depository institution subject to supervision by federal or state authority, (ii) have combined capital and surplus\nof at least $15,000,000 and (iii) be qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian\nshall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection\nwith the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the\nCertificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more Custodians\nby the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate\nAdministrator shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed\nhereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such capacity\nin commercial mortgage loan securitization transactions, or may self-insure.\n\nSection 8.12       \nRepresentations and Warranties of the Trustee. The Trustee hereby\nrepresents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations\nReviewer, each Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing\nDate, that:\n\n(i)                               The Trustee\nis a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America;\n\n(ii)                            The execution\nand delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will\nnot violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or\nboth, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party\nor which is applicable to it or any of its assets;\n\n(iii)                         The Trustee\nhas the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the\nexecution, 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 Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency,\nreorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors\nof national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is\nconsidered in a proceeding in equity or at law;\n\n(v)                           The Trustee\nis not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement\nwill not\n\n -389- \n\n \n\nconstitute a violation of, any law, any\norder or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory\nauthority, which violation, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the\nability of the Trustee to perform its obligations under this Agreement;\n\n(vi)                        No litigation\nis pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering\ninto this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability\nof the Trustee to perform its obligations under this Agreement; and\n\n(vii)                     No consent,\napproval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance\nby the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement,\nexcept for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance\nby the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the\nability of the Trustee to perform its obligations hereunder.\n\nSection 8.13       \nProvision of Information to Certificate Administrator, Master Servicer and Special Servicer. The\nMaster Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change\nin the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change).\nThe Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information provided to them regarding\nidentity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master Servicer and\nSpecial Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation\nto determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information\nregarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact information regarding any\nof the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master Servicer or Special Servicer, as\napplicable.\n\nSection 8.14       \nRepresentations and Warranties of the Certificate Administrator. The\nCertificate Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,\nthe Asset Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as\nof the Closing Date, that:\n\n(i)                               The Certificate\nAdministrator is a national banking association duly organized under the laws of the United States of America, duly organized, validly\nexisting and in good standing under the laws thereof;\n\n -390- \n\n \n\n(ii)                            The execution\nand delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of this Agreement\nby the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or constitute a default\n(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material\nagreement or other instrument to which it is a party or which is applicable to it or any of its assets;\n\n(iii)                         The Certificate\nAdministrator has the full power and authority to enter into and consummate all 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 each of the other parties hereto, constitutes a valid, legal and binding obligation\nof the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms hereof, subject to (a) applicable\nbankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and\nthe rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether\nsuch enforcement is considered in a proceeding in equity or at law;\n\n(v)                           The Certificate\nAdministrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms\nof this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation\nor demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate Administrator’s\ngood faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Certificate Administrator\nto perform its obligations under this Agreement or the financial condition of the Certificate Administrator;\n\n(vi)                        No litigation\nis pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which\nwould prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s good faith\nand reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator to perform\nits obligations under this Agreement or the financial condition of the Certificate Administrator; and\n\n(vii)                     No consent,\napproval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance\nby the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation of the transactions\ncontemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained\nprior to the actual performance by the Certificate Administrator of its obligations under this Agreement, and which, if not obtained\nwould not have a materially adverse effect on the ability of the Certificate Administrator to perform its obligations hereunder.\n\n -391- \n\n \n\nSection 8.15       \nCompliance with the PATRIOT Act. In order to comply with\nthe laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating\nto the funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate\nAdministrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain information relating to\nindividuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer\nor the Master Servicer, as applicable. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate\nAdministrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying\ninformation and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special\nServicer and the Master Servicer to comply with Applicable Laws.\n\n[End of Article VIII]\n\nArticle IX\n\nTERMINATION\n\nSection 9.01       \nTermination upon Repurchase or Liquidation of All Mortgage Loans. Subject\nto this Section 9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under this\nAgreement of the Certificate Administrator (other than the obligations of the Certificate Administrator to provide for and make payments\nto Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset\nRepresentations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts\nheld by the Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of\n(i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject\nhereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer, the\nMaster Servicer or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s\nportion of each REO Property remaining in the Trust Fund at a price equal to (a) the Termination Purchase Amount, *plus* (b) the\nreasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such termination, unless the\nMaster Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans, *minus* (c) solely in the case\nwhere the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest\naccrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d)\nand any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed to have been\npaid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3,\nClass A-S, Class B, Class C and Class D Certificates are no longer outstanding, the voluntary exchange by the Sole\nCertificateholder of all the then-outstanding Certificates (other than the Class R Certificates) and the payment or deemed payment\nby such exchanging party or the Termination Purchase Amount for the remaining Mortgage Loans and REO Properties remaining in the Trust\nFund pursuant to the terms of the immediately succeeding paragraph; provided, however, that in\n\n -392- \n\n \n\nno event shall the Trust created hereby continue\nbeyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late\nambassador of the United States to the Court of St. James’s, living on the date hereof. Upon termination of the Trust pursuant to\nclause (i) of the immediately preceding sentence, the Custodian shall release or cause to be released to the Master Servicer, at the address\nprovided in Section 13.05 of this Agreement or to such other address designated by the Master Servicer in writing, any Mortgage\nFiles remaining in its possession.\n\nFollowing the date on which\nthe Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding\n(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other\nthan the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange\nall of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the Termination\nPurchase Amount) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii)\nof the first paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days\nprior to the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of the outstanding Certificates\n(other than the Class R Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining\nin the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the\nfinal distribution on the Certificates is to occur, shall remit to the Master Servicer for deposit in the Collection Account an amount\nin immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee\nand the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection\nAccount, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn\nfrom the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit\nin the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier\nREMIC Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates\nis to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,\nthat if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s\nportion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been\nmade and following the surrender of all its Certificates (other than the Class R Certificates) on the applicable Distribution Date,\nthe Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder\nor any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other\ninstruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties\nremaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income\ntax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal\nto the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the\nCertificate Administrator shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier\nRegular Interests.\n\n -393- \n\n \n\nThe obligations and responsibilities\nunder this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Companion\nPaying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan has been paid\nin full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or for the benefit\nof the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.\n\nThe Holders of the majority\nof the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of\npriority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in\nrespect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by\nclause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate\nAdministrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,\nhowever, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R\nCertificates (in that order) may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining\nin the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans\nand the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as\nset forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event\nthat the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of\nthe Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the\nTrust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling\nClass or the Holders of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not\nlater than the P&I Advance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur,\nan amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof payable to\nany Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection\nAccount). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be\ntransferred thereto on such P&I Advance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b),\ntogether with any other amounts on deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation\nthat such final deposits and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the\nSpecial Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,\nthe Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to\nit by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R\nCertificates, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust\nFund.\n\nFor purposes of this Section 9.01,\nthe Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and Lower-Tier\nREMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R\n\n -394- \n\n \n\nCertificates. For purposes of this Section 9.01,\nthe Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling\nClass in purchasing the assets of the Trust and terminating the Trust.\n\nNotice of any termination\npursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,\neach Serviced Companion Noteholder, the Trustee and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)\n(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the\nprovisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties\nhereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property\nremaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the\nfinal distribution on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I Advance\nDetermination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final\npayment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise\napplicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at\nthe offices of the Certificate Registrar or such other location therein designated.\n\nAfter transferring the Lower-Tier\nDistribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates\npursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)\nand upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator\nshall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage\nInterest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments\non the Class of Certificates so presented, and (ii) any remaining amount shall be distributed to the Class R Certificates in respect\nof the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution\nAccount to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation\nof the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(d)\nand 4.01(e). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit\nof the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance\nwith this Section 9.01 and Section 4.01(h).\n\nSection 9.02       \nAdditional Termination Requirements. In the event the Master Servicer\nor the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all\nof the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01,\nthe Upper-Tier REMIC and Lower-Tier REMIC shall be terminated in accordance with the following additional requirements, which\nmeet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:\n\n -395- \n\n \n\n(i)                               the Certificate\nAdministrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing of the notice\nspecified in Section 9.01) in a statement attached to each of the related Trust REMIC’s final Tax Returns pursuant\nto Treasury Regulations Section 1.860F-1;\n\n(ii)                            during\nthe 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate\nAdministrator on behalf of the Trustee shall sell all of the assets of the related Trust REMIC(s) to the Master Servicer, the Special\nServicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and\n\n(iii)                         within\nsuch 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and\nthe Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of\nthe Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of\nthe Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and\nthe Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.\n\n[End of Article IX]\n\nArticle X\n\nADDITIONAL REMIC PROVISIONS\n\nSection 10.01   \nREMIC Administration. (a)  The Certificate Administrator\nshall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable\nState and Local Tax Law. Each such election will be made on IRS Form 1066 or other appropriate federal tax return for the taxable\nyear ending on the last day of the calendar year in which the Lower-Tier Regular Interests and the Regular Certificates are issued. For\nthe purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of Regular Certificates shall be designated as a\nclass of “regular interests” and the Class UR Interest shall be designated as the sole class of “residual interests”\nin the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular\nInterests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated as the\nsole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee\nshall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in either Trust REMIC other\nthan the foregoing interests.\n\n(b)              \nThe Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within\nthe meaning of Section 860G(a)(9) of the Code.\n\n(c)              \nThe Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either\nsuch Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination or\naudit by any governmental taxing authority with respect thereto. The legal expenses,\n\n -396- \n\n \n\nincluding without limitation attorneys’\nor accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust and\nthe Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans and any REO\nProperties on deposit in the Collection Account as provided by Section 3.05(a)\nunless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or\nnegligence. The Certificate Administrator is hereby designated as the “partnership representative” (within the meaning of\nSection 6223 of the Code) of each Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby agree\nto such designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC.\n\n(d)              \nThe Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns\nthat it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee\nshall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate\nAdministrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to be prepared, and file\nor cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification\nnumber for such Trust REMIC on IRS Form SS-4 or obtain such number by other permissible means. The Certificate Administrator shall be\nresponsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information\ncontained therein and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be\ndirected to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by Treasury Regulations.\n\n(e)              \nThe Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such\ninformation as is necessary for the application of any tax relating to the Transfer of such Class R Certificate to any Person who\nis a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such\ninformation or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount\nand market discount or premium (using the Prepayment Assumption) and (iii) to the IRS an IRS Form 8811, within thirty (30) days\nafter the Closing Date. The Certificate Administrator shall prepare, and the Trustee shall sign, the IRS Form 8811.\n\n(f)               \nThe Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the\nCertificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain\nthe status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the\nextent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall knowingly\nor intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably\nwithin its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken,\nas the case may be, could (i) cause either Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax\nupon either Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”\n\n -397- \n\n \n\nas defined in Section 860F(a)(2) of the\nCode and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income\nfrom foreclosure property”) (either such event, an “Adverse REMIC Event”) unless the Certificate Administrator\nreceives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and\nthe Certificate Administrator determines that taking such action is in the best interest of the Trust and the Certificateholders, at the\nexpense of the Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated\naction will not, with respect to the Trust or either Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate\nAdministrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including\na tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized\nhereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect\nthat an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such\nwritten advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,\nbut in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate\nAdministrator will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially\nall of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted\ninvestments” as defined in Section 860G(a)(5) of the Code.\n\n(g)              \nIn the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts\nor additions to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders\nof the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect to\nthe estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the\nCode or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve\nfor the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator\nin writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes.\nExcept as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account sufficient funds to pay or\nprovide for the payment of, and to actually pay, such tax as is estimated to be legally owed by either Trust REMIC (but such authorization\nshall not prevent the Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach\nof its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by\nlaw, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate\nnon-interest bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code\nor the amount of any taxable contribution to either Trust REMIC after the Startup Day that is subject to tax under Section 860G(d)\nof the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such\ntax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the IRS or applicable state\nor local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the\nHolders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) to\n\n -398- \n\n \n\nthe Lower-Tier REMIC to the extent they are\nfully reimbursed for any Realized Losses arising therefrom, (y) in the case of the Lower-Tier Regular Interests, to the Upper-Tier\nREMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates\nin respect of the Class LR Interest in the manner specified in Section 4.01(c)\nand (z) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in\nSection 4.01(a), to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders\nof the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master\nServicer or the Special Servicer shall be responsible for any taxes imposed on either Trust REMIC except to the extent such taxes arise\nas a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith,\nor negligence by such party.\n\n(h)              \nThe Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with\nrespect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.\n\n(i)                \nFollowing the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to either\nTrust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party\nseeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC\nEvent.\n\n(j)                \nNeither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or either Trust REMIC\nwill receive a fee or other compensation for services nor permit the Trust or either Trust REMIC to receive any income from assets other\nthan “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined\nin Section 860G(a)(5) of the Code.\n\n(k)              \nSolely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”\nby which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount\nof each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.\n\n(l)                \nNone of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose\nof or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage\nLoan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure,\n(ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this Agreement or\n(iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire any\nassets for the Trust or either Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account for gain\nunless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely the status\nof either Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,\nas applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or either\n\n -399- \n\n \n\nTrust REMIC to be subject to a tax on “prohibited\ntransactions” pursuant to the REMIC Provisions.\n\n(m)            \nThe Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator\nis hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or\nsuccessor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or\nsuccessor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder\nof a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate, to any\nsuch elections, and agrees to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate\nAdministrator determines in its discretion are necessary or advisable.\n\nSection 10.02   \nUse of Agents. (a)  The Trustee shall execute all of\nits obligations and duties under this Article X through its Corporate Trust Office (including, as applicable, any agents or\naffiliates utilized thereby). The Trustee may execute any of its obligations and duties under this Article X either directly\nor by or through agents, affiliates or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X\nby virtue of the appointment of any such agents, affiliates or attorneys.\n\n(b)              \nThe Certificate Administrator may execute any of its obligations and duties under this Article X either directly or\nby or through agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations\nunder this Article X by virtue of the appointment of any such agents, affiliates or attorneys.\n\nSection 10.03   \nDepositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The\nDepositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request\nfrom the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for\ntax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions\nand projected cash flow of the Certificates.\n\n(b)              \nThe Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable\nnotice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the\nTrust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.\n\nSection 10.04   \nAppointment of REMIC Administrators. (a)  The Certificate\nAdministrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized\nto act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate\nAdministrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which\nREMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC\nAdministrator shall not\n\n -400- \n\n \n\nrelieve the Certificate Administrator from\nany of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of\nthe REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing\nbusiness under the laws of the United States of America or of any State and be subject to supervision or examination by federal or state\nauthorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator\nhereby agrees to act in such capacity in accordance with the terms hereof. If Computershare Trust Company, National Association is removed\nas Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as REMIC Administrator.\n\n(b)              \nAny Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting\nfrom any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate\nagency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of any paper\nor any further act on the part of the Certificate Administrator or the REMIC Administrator.\n\n(c)              \nAny REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation\nto the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.\nThe Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination\nto such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation\nor upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions\nof this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate\nAdministrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice\nof such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall be appointed\nunless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator 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 REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action taken by it\nas such at the direction of the Certificate Administrator.\n\n[End of Article X]\n\nArticle XI\n\nEXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE\n\nSection 11.01   \nIntent of the Parties; Reasonableness. The parties hereto acknowledge\nand agree that the purpose of Article XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor\nof any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and\nregulations of the Commission. The Depositor shall not exercise its rights to request delivery of\n\n -401- \n\n \n\ninformation or other performance under these\nprovisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley\nAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of\nthe requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and\nagree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes\na Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations\nof Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with\nthe BBCMS Mortgage Trust 2026-5C42, Commercial Mortgage Pass-Through Certificates, Series 2026-5C42, and any Other Securitization\nsubject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor,\nthe Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,\nand any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion\nLoan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other\nTrustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports,\ncertifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith\ndetermination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable,\nto comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer,\nthe Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable,\nand any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably\nbelieved by the Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement\nshall have a reasonable period of time to comply with any written request made under this Section 11.01,\nbut in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each\nOther Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an\nobligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to\nbring any legal action against such third party in connection with such obligation.\n\nSection 11.02   \nSuccession; Subcontractors. (a)  As a condition to the\nsuccession to the Master Servicer and Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function\nParticipant and a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or successor to the Certificate Administrator\nunder this Agreement by any Person (i) into which the Master Servicer and the Special Servicer, such Sub-Servicer or Certificate\nAdministrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and the Special\nServicer or to any such Sub-Servicer or Certificate Administrator, the person removing and replacing the Master Servicer and the Special\nServicer or Certificate Administrator shall provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator\nand each Other Depositor, as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment\n(or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other\n\n -402- \n\n \n\nDepositor and the Other Certificate Administrator\nof such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information\nrelating to such successor reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply\nwith its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange\nAct are required to be filed under the Exchange Act); provided,\nhowever that if disclosing such information prior to such effective\ndate would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional Servicer\nor Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor and the Other Depositor no later than\nthe first Business Day after the effective date of such succession or appointment.\n\n(b)              \nEach of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations\nReviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the\nAsset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,\na “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. If\nsuch Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the Depositor\nor any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization\nthat includes a related Serviced Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage\nLoan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each\nSubcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing\nCriteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by\nsuch Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any\nsuch Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with\nrespect to any other Subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer\nfor the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to\nany Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and\nSection 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing\nFunction Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially\nreasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall\nobtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related\naccountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11,\nin each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor\nto perform any of its obligations hereunder.\n\n(c)              \nNotwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with\nthe performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor\nis a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such\n\n -403- \n\n \n\nSubcontractor meets the criteria in Item 1108(a)(2)(i),\n(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”\nwithin the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,\nthen such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer\nshall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer\nand Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until\nfifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter period as\nis agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate Administrator\nto accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under\nthe Exchange Act are required to be filed under the Exchange Act).\n\n(d)              \nIn connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged\nor consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor,\nthe Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information\nProvider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective\ndate of such succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,\nno later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator,\nin writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information reasonably\nnecessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event under Item 6.02\nof Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange\nAct).\n\n(e)              \nNotwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or\nany Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,\nthe Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to\ncomply with its obligations under such Initial Sub-Servicing Agreement.\n\n(f)               \nAny information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any\napplicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the\ninformation relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as\nset forth in this Section 11.02.\n\nSection 11.03   \nFiling Obligations. (a)  The Master Servicer, the Special\nServicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate\nwith the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to\nSections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare\nfor execution by the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit\nthe timely filing thereof, and the Certificate Administrator shall file (via the\n\n -404- \n\n \n\nCommission’s Electronic Data Gathering,\nAnalysis and Retrieval System (“EDGAR”)) such Forms executed by the Depositor.\n\nOn or before January 31 of\neach year, commencing in 2027, the Certificate Administrator shall deliver to the Depositor a certification (in a form reasonably acceptable\nto the Depositor), identifying the users in the EDGAR system with authorization to submit filings on behalf of the Depositor pursuant\nto this Agreement. For the avoidance of doubt, the Certificate Administrator may submit a single certification that names all such commercial\nmortgage securitizations for which the Certificate Administrator is obligated to submit EDGAR filings on the behalf of the Depositor.\n\nEach party hereto shall be\nentitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit\nenhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information\nrequired to be provided by it or indemnified for by it pursuant to any separate agreement.\n\n(b)              \nIn the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any\nForm 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was\neither not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator\nwill promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the\nCertificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and\na Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange\nAct. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information\nand upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to\nbe filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K\nneeds to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto\nwill cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A\nor Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE\nor Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by\nthe Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of Form 15,\na Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent\nupon the parties observing all applicable deadlines in the performance of their duties under Sections  11.03, 11.04,\n11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15(g) of this Agreement.\nThe Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure\nto properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K,\nForm 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s\ninability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution\nor file such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,\nnot resulting from its own negligence, bad faith or willful misconduct.\n\n -405- \n\n \n\nSection 11.04   \nForm 10-D and Form ABS-EE Filings.\n(a)  Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the\nCertificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form\nand substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the\nrelated Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required\nto be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following\nparagraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved\nby the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare\nany Additional Form 10-D Disclosure, absent such reporting, direction and approval.\n\nFor so long as the Trust\nis subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB, within five (5) calendar days after\nthe related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB shall be required to provide\nto the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer),\nto the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible\nFormat, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the\nform and substance of any Additional Form 10-D Disclosure, if applicable; provided that information relating to any REO\nAccount to be reported under “Item 9: Other Information” on Exhibit BB shall be reported by the Special Servicer\nto the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties\nlisted on Exhibit BB shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification\nin the form attached as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered\nin the form of Exhibit MM) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case\nmay be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator\nhereunder should be delivered by email to *cctsecnotifications@computershare.com* (or such other e-mail address as the Certificate\nAdministrator may instruct). Neither the Trustee nor the Certificate Administrator shall have any duty under this Agreement to monitor\nor enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit\nor procure from such parties any Additional Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable\nexpenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure\non Form 10-D pursuant to this paragraph.\n\nThe Certificate Administrator\nshall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning\nall assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage\nLoan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G\nfiled by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key”\nfor each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in\nthe form of Exhibit MM for inclusion therein within the time period described in this Section 11.04, the balances\nof the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified\nin this Section 11.04) and the Collection\n\n -406- \n\n \n\nAccount as of the related Distribution Date\nand as of the immediately preceding Distribution Date, (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account\nand the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date\nand (v) the most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed on or prior to the filing of the applicable\nreport on Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase\nAgreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.\n\nForm 10-D requires\nthe registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required\nto be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the\nregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” \nThe Depositor shall notify the Certificate Administrator by email to *cctsecnotifications@computershare.com*, no later than the 5th\ncalendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions\nshould be “no.”  The Certificate Administrator shall be entitled to rely on such representations in preparing, executing\nand/or filing any such report.\n\nWith respect to any Mortgage\nLoan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable\nForm 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer or the\nSpecial Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or\nmezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total Debt Service Coverage Ratio calculated\non the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated\non the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.\n\nThe Depositor hereby directs\nthe Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D and\nABS-EE for each reporting period: Name: Daniel Schmidt, Telephone: (212) 526-7000. The Certificate Administrator may rely without\nfurther investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with\na new individual’s name and phone number in writing.\n\nUpon receipt of an Asset\nReview Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate\nAdministrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which such Asset\nReview Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s Website\nnot later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.\n\nTo the extent the Certificate\nAdministrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate\nOwners pursuant to Section 5.06, the Certificate Administrator shall include under\n\n -407- \n\n "}